Form 2009
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ALLIANCEBERNSTEIN INVESTMENTS, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XX 00000
(000) 000-0000
_______________, 20__
Selected Dealer Agreement
For Broker/Dealers
Ladies and Gentlemen:
As the principal underwriter of shares of certain registered investment
companies at present or hereafter managed by AllianceBernstein 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
price 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 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, 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 dealer, 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 (iii) 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 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 (a) 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 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) 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;
(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);
and
(f) Unless you hold shares as nominee for your customers or
participate in the NSCC Fund/Serv Networking program, at certain
matrix levels, 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, including
fund shares held by you in omnibus accounts, and fund shares
purchased or sold through the NSCC Fund/Serv Networking Program,
at certain matrix levels, 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 Financial Industry Regulatory Authority, Inc.
("FINRA") 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. 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.
(c) 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
SEC, or to relieve the parties hereto from any liability arising
under the 1933 Act.
8. (a) In accordance with FINRA 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, FINRA 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. Your placing of an order or accepting
payment of any kind after we ask you to provide such
certification shall constitute your certification of the matters
set forth on Appendix A.
(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.
(c) In connection with the Funds' surveillance procedures, you agree
to provide to a Fund, upon written request, the TIN, if known, of
any or all customer(s) for which you place or have placed orders
for Fund shares and the amount, date, name or other identifier of
any investment professional(s) associated with such customer(s)
(if known), and transaction type (purchase, redemption, transfer,
or exchange) of every purchase, redemption, transfer or exchange
of Fund shares held by you through an account maintained by you
during the period covered by the request. The request must set
forth a specific period, not to exceed 120 days from the date of
the request, for which transaction information is sought. The
Fund may request transaction information older than 120 days from
the date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the purpose
of eliminating or reducing any dilution of the value of the
outstanding Fund shares.
(d) You agree that you will transmit the requested information that
is on your books and records to the Fund or its designee
promptly, but in any event no later than ten business days, after
receipt of a request. If the requested information is not on your
books and records, you agree to: (i) provide or arrange to
provide to the Fund the requested information regarding
shareholders of the Fund who hold an account with an indirect
intermediary; or (ii) if directed by the Fund, block further
purchases of Fund shares from such indirect intermediary. In such
instance, you agree to inform the Fund whether you plan to
perform (i) or (ii). For purposes of this provision, "an indirect
intermediary" has the same meaning as in Rule 22c-2 under the
Investment Company Act.
(e) You agree that you will execute written instructions from the
Fund to restrict or prohibit further purchases or exchanges of
Fund shares by a shareholder that has been identified by the Fund
as having engaged in transactions in the Fund's shares (directly
or indirectly through your account) that violate policies
established by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares
issued by the Fund. Such instructions must include the TIN, if
known, and the specific restriction(s) to be executed. If the TIN
is not known, the instructions must include an equivalent
identifying number of the shareholder(s) or account(s) or other
agreed upon information to which the instruction relates.
(f) You agree that you will execute written instructions described in
subparagraph (e) above as soon as reasonably practicable, but not
later than five business days after your receipt of the
instructions.
(g) You agree that you will provide written confirmation to the Fund
that instructions have been executed, as soon as practicable but
not later than ten business days after the instructions have been
executed.
(h) The Fund agrees not to use the information received for marketing
or any other similar purpose without your prior written consent.
(i) 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.
(j) 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 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 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 and this Agreement 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 1940 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 9 may be terminated at
any time, without penalty, by (i) the Fund, in accordance with
Rule 12b-1 or, (ii) you or us 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
purchasing shares of any Fund, you shall rely solely on the
representations in the Fund's Prospectus and/or in the foregoing
printed supplemental information. We shall supply to you Fund
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. 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 FINRA Conduct Rule 3230 or, as applicable, the rules of a
national securities exchange. In connection with your provision of such
brokerage clearing services, (i) you are responsible for ensuring that shares
are sold in compliance with the terms and conditions of this Agreement and each
Prospectus, and (ii) we have no responsibility for determining whether any
shares are suitable for clients of your Originating Firms.
13. 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.
14. (a) You represent and warrant that: (i) you are a broker-dealer
registered under the 1934 Act or you are exempt from registration
under the 1934 Act; (ii) you are a member in good standing with
FINRA; (iii) 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 (iv) 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 FINRA 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 represent that you have implemented anti-money laundering
procedures and have a compliance program including an AML Policy
and Procedures, as required by FINRA and 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.
(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 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.
(e) 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 five years from the date of the
termination of the client's investment in the Funds.
15. This Agreement is in all respects subject to FINRA 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 FINRA bearing
on your membership with FINRA and of any suspension or termination of such
membership. You recognize that under FINRA Conduct Rules we are prohibited from
making any payments to you after your ceasing to be a member in good standing of
FINRA, 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 FINRA 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 for them. Promptly
thereafter, you shall (a) instruct your customers to contact AllianceBernstein
Investor Services, Inc. ("ABIS") 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 ABIS 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 ABIS
directly, as provided above, regarding all future transactions in shares in any
Fund.
16. 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.
17. (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 FINRA; 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) This Agreement will terminate automatically if (i) we no longer
serve as underwriter to any Funds, or (ii) AllianceBernstein L.P.
no longer serves as investment adviser for any Funds.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) We may require you to provide the certification described in
Section 8(a) and your placing of an order or accepting payment
after we ask you to provide it shall constitute your
certification.
18. We shall for so long after termination of this Agreement as you remain
a member in good standing of FINRA 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 FINRA, subject to Section 15
hereof. Your right to payments hereunder subsequent to termination of this
Agreement after you are no longer a member in good standing of FINRA, if any,
shall be solely as provided in Section 15 hereof. This Section 18 will survive
the termination of this Agreement.
19. You shall indemnify and hold harmless us, each Fund, AllianceBernstein
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 19 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 19 will survive termination of this Agreement or any
provision hereof.
20. 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.
21. 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,
By: ________________________________
(Authorized Signature)
ALLIANCEBERNSTEIN INVESTMENTS, INC.
FIRM INFORMATION
----------------
Firm Name ______________________________________________________________
Address ________________________________________________________________
City ______________________ State _______________ Zip Code _________
Accepted by (signature) ________________________________________________
Name (print) ______________________ Title ____________________________
Date ________________________ Telephone Number__________________________
Please return two signed copies of this Agreement (one of which signed by us
will thereafter be returned to you) to:
AllianceBernstein Investments, Inc.
0000 XX 00, Xxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
APPENDIX A
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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 ____________________________, 20____ (the "Agreement"), we
hereby certify to AllianceBernstein Investments, Inc. ("ABI") 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 Financial Industry Regulatory Authority
("FINRA"), FINRA Conduct Rules, and, in particular, FINRA Notice to Members
03-50 and (ii) the terms of each Fund's Prospectus. Our placing of an order
after we receive this certification shall constitute our certification of the
matters set forth below.
We maintain internal controls and procedures and hereby certify to ABI
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 ABI, 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
Please return these Certifications to:
AllianceBernstein Investments, Inc.
0000 XX 00, Xxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000