Exhibit (e)(4)
ALLIANCE FUND DISTRIBUTORS, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, X.X. 00000
(000) 000-0000
, 2002
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Selected Dealer Agreement
For Broker/Dealers (other than Bank Subsidiaries)
Ladies and Gentlemen:
As the principal underwriter of shares of certain registered investment
companies at present or hereafter managed by Alliance Capital Management L.P.,
we invite you to participate as principal in the distribution of shares of each
such company as we now or hereafter identify to you (each a "Fund"), all upon
the following terms and conditions:
1. You are to offer and sell shares of a Fund only at the public
offering prices as then currently in effect and only in accordance with the
terms of the then current prospectus(es) and statement(s) of additional
information of the Fund (collectively, the "Prospectus"). To the extent that a
Prospectus contains any provision that is inconsistent with this Agreement, the
Prospectus shall be controlling. You shall act only as principal in such
transactions and shall not have authority to act as agent for any Fund, for us,
or for any other dealer in any respect. All orders are subject to acceptance by
us and become effective only upon confirmation by us.
2. On each purchase of shares of a Fund by you from us, the total sales
charges and discount to you as a selected dealer, if any, shall be as stated in
the Fund's then currently applicable Prospectus.
Such sales charges and discount are subject to reductions under a
variety of circumstances as described in each Fund's then current Prospectus. To
implement these reductions, we must be notified by you not later than when a
sale takes place which qualifies for the reduced charge or discount. If we
thereafter learn that a sale so qualified or did not so qualify, we may, but are
not required to, take such action as we deem appropriate to reflect the proper
charge or discount, if any, including an appropriate adjustment in the
corresponding amount of any payment to you or require that you reimburse us for
any discount inappropriately allowed to you.
There is no sales charge or discount to selected dealers on the
reinvestment of dividends nor shall any payment be due or paid to you for any
calendar quarter for which the amount otherwise due or to be paid to you
hereunder with respect to all Funds is less than $100.
3. As a selected dealer, you are hereby authorized (i) to place orders
directly with each Fund for its shares to be resold by us to you subject to the
applicable terms and conditions governing the placement of orders by us set
forth in the Distribution Services Agreement or corresponding agreement between
the Fund and us or as may otherwise be imposed by us and communicated to you and
subject to the applicable compensation provisions set forth in the Fund's then
currently applicable Prospectus and (ii) to tender shares directly to the
Fund or its agent for redemption subject to the applicable terms and conditions
set forth in the applicable Distribution Services Agreement, and the then
currently applicable Prospectus.
4. Redemptions of shares of a Fund are to be made in
accordance with the then applicable Prospectus.
5. You shall:
(a) Purchase shares of any Fund only from us or from your
customers;
(b) Purchase shares from us only for the purpose of
covering purchase orders already received from your
customers or to be held for investment for your own
account;
(c) Not purchase any shares of any Fund from your customers
at prices lower than the redemption or repurchase
prices then quoted by the Fund. You shall, however, be
permitted to sell shares of a Fund for the account of
the record owners thereof to the Fund at the repurchase
prices currently established for such shares and may
charge the owner a fair commission for handling the
transaction;
(d) Not withhold placing customers' orders for shares so
as to profit yourself as a result of such withholding;
and
(e) If any shares purchased by you hereunder are redeemed
or repurchased by any of your customers from any Fund
within seven business days after such confirmation of
your original order, forthwith refund to us the full
discount allowed to you on the original sales of such
shares. We shall notify you of such redemption or
repurchase within ten days from the date of delivery of
the request therefor or of certificates to us or the
Fund. Termination or cancellation of this Agreement
shall not relieve you or us from the requirements of
this Subsection (e).
6. We shall not accept from you any conditional orders for Fund
shares. Acceptance of an order to purchase shares of a Fund shall be made by the
Fund only against receipt of the purchase price, subject to deduction for the
discount reallowed to you and any applicable sales charge on such sales. If
payment for the shares purchased is not received within the time customary for
such payments, the sale may be cancelled forthwith without any responsibility or
liability on our part or on the part of the Fund (in which case you will be
responsible for any loss, including loss of profit, suffered by the Fund
resulting from your failure to make payment as aforesaid), or, at our option, we
may sell the shares ordered back to the Fund (in which case we may hold you
responsible for any loss, including loss of profit suffered by us resulting from
your failure to make payment as aforesaid).
7. You will not offer or sell any Fund shares except in compliance
with all applicable Federal and State securities laws, and in connection with
sales and offers to sell shares you shall on a timely basis furnish to each
person to whom any offer or any such sale is made a copy of the then currently
applicable prospectus and, if required to be furnished, a copy of the then
currently applicable statement of additional information. You shall at all times
comply with all provisions of applicable law, including requirements of the
National Association of Securities Dealers, Inc. (the "NASD"), and the then
currently applicable Prospectus of each Fund applicable to your conduct,
including, but not limited to, sales practices and sales charge waivers. We
shall be under no liability to you except for obligations expressly assumed by
us herein. Nothing herein contained, however, shall be deemed to be a condition,
stipulation or provision binding any persons acquiring any security to waive
compliance with any provision of the Securities Act of 1933, as amended (the
"1933 Act"), or of the rules and regulations of the Securities and Exchange
Commission, or to relieve the parties hereto from any liability arising under
the 1933 Act.
8. From time to time while this Agreement is in effect, we may make
payments to you pursuant to one or more of the distribution plans adopted by
certain of the Funds pursuant to Rule 12b-1 ("Rule 12b-1") under the Investment
Company Act of 1940, as amended (the "1940 Act"), in consideration of your
furnishing distribution services hereunder with respect to each such Fund. We
have no obligation to make any such payments and you waive any such payment
until we receive monies therefor from the Fund. Any such payments made pursuant
to this Section 8
shall be subject to the following terms and conditions:
(a) Any such payments with respect to a particular Fund
shall be in such amounts as we may from time to time
advise you of but in any event not in excess of the
amounts permitted by the plan in effect with respect to
that Fund. Any such payments shall be in addition to
the selling concession, if any, allowed to you pursuant
to this Agreement;
(b) The provisions of this Section 8 relate to each plan
adopted by a particular Fund pursuant to Rule 12b-1.
You shall provide to us, on a timely basis, such
information as we may request to enable us to provide
to the Fund's Board of Directors in accordance with
Rule 12b-1, at least quarterly, a written report of the
amounts expended by us pursuant to this Section 8 and
the purposes for which such expenditures were made; and
(c) Notwithstanding any other provision of this Agreement,
the provisions of this Section 8 applicable to each
Fund shall remain in effect for not more than a year
and thereafter for successive annual periods only so
long as such continuance is specifically approved at
least annually in conformity with Rule 12b-1 and the
Act, and the provisions of this Section 8 shall
automatically terminate with respect to a particular
plan referred to in clause (a) of this Section 8 in
the event of the assignment (as defined by the Act) of
this Agreement, in the event such plan terminates or
is not continued, or in the event this Agreement
terminates or ceases to remain in effect. In addition,
the provisions of this Section 8 may be terminated at
any time, without penalty, by (i) the Fund, in
accordance with the terms of the Act or, (ii) you or
us with respect to any such plan on not more than 60
days' nor less than 30 days' written notice delivered
(or mailed by registered mail, postage prepaid, to the
other party).
9. No person is authorized to make any representation concerning
shares of any Fund except those contained in the Fund's currently applicable
Prospectus or in currently applicable printed information issued by each Fund or
by us as information supplemental thereto. In purchasing shares of any Fund, you
shall rely solely on the representations in the Fund's then current Prospectus
and/or in the foregoing printed supplemental information. We shall supply to you
Fund Prospectuses, reasonable quantities of reports to shareholders,
supplemental sales literature, sales bulletins, and additional information as
issued. You shall distribute Prospectuses and reports to shareholders of the
Funds to your customers in compliance with the applicable requirements, except
to the extent that we expressly undertake to do so on your behalf. You shall not
use other advertising or sales material relating to any Fund, unless approved in
writing by us in advance of such use. Any printed information furnished by us
other than the then currently applicable Prospectus for each Fund, periodic
reports and proxy solicitation materials are our sole responsibility and not the
responsibility of the Fund, and no Fund shall have any liability or
responsibility to you in these respects unless expressly assumed in connection
therewith.
10. With respect to any Fund offering more than one class of shares,
you shall ensure that the class of shares offered and sold to each particular
offeree and purchaser meets all applicable suitability requirements, and that
you shall conform to such written suitability standards as we have provided to
you in the past or may from time to time provide to you in the future.
11. Should you provide brokerage clearing services to broker-dealers
or other financial intermediaries who wish to sell shares to their clients
("Originating Firms"), you represent that you and each such Originating Firm are
parties to a clearing agreement which conforms in all respects to the
requirements of Rule 3230 of the Conduct Rules of the NASD ("Conduct Rules") or,
as applicable, the rules of a national securities exchange. In connection with
your provision of such brokerage clearing services, (a) you are responsible for
ensuring that shares are sold in compliance with the terms and conditions of
this Agreement and each applicable Prospectus, and (b) we have no responsibility
for determining whether any shares are suitable for clients of your
Originating Firms.
12. Neither our affiliates nor any Fund shall be liable for any loss,
expense, damages, costs or other claim arising out of any redemption or exchange
pursuant to telephone instructions from any person or our refusal to execute any
such instructions for any reason.
13. You represent that you are a member in good standing of the NASD.
At all times, you will abide by the Conduct Rules and by all other laws, rules
and regulations applicable to the conduct of your business to which the
Agreement pertains.
14. This Agreement is in all respects subject to the Conduct Rules
which shall preempt any provision of this Agreement to the contrary. You shall
inform us promptly of any pending or threatened action or proceeding by the NASD
bearing on your membership with the NASD and of any suspension or termination of
such membership. You recognize that under the Conduct Rules we are prohibited
from making any payments to you after your ceasing to be a member in good
standing of the NASD, other than payments with respect to which all events
entitling you to payment (including the completion of any applicable time
period) have occurred prior to that date, and you shall not hereunder be
entitled to any such payments. You shall return to us, upon our demand of you,
the amount of any such payments we identify to you as having been made by us to
you subsequent to your ceasing to be such a member. After the earlier of your
ceasing to be a member in good standing of the NASD or the termination of this
Agreement, neither we nor any Fund will be obligated to accept instructions from
you, or any of your employees or representatives, regarding accounts or any
transactions thereon. Promptly thereafter, you shall (a) instruct your customers
to contact Alliance Fund Services, Inc. directly at [(000) 000-0000] or such
other numbers as we provide to you regarding all future transactions in shares
of any Fund, and (b) if shares of any Fund beneficially owned by a number of
your customers are held by you in an omnibus account, you shall provide to
Services the details by customer (i.e., name, address and telephone number and
number of shares owned).
15. In the event you violate any of your obligations under this
Agreement, we may, in our sole discretion, cease paying to you any or all
amounts to which you would otherwise be entitled under this Agreement after such
violation. You shall return to us, upon our demand of you, all or such portion
of any payments we identify to you as having been made by us to you after any
such violation.
16. We may, without notice, suspend sales or withdraw the offering of
shares of any one or more of the Funds at any time. Either you or we may
terminate this Agreement by giving written notice to the other. Such notice
shall be deemed given on the date on which it is delivered personally to you or
to any of your officers or members, or was mailed postpaid or delivered to a
telegraph office for transmission to the address of you or us, as applicable, as
set forth below. This Agreement may be amended by us at any time and your
placing of an order after the effective date of any such amendment shall
constitute your acceptance thereof.
17. Unless this Agreement is terminated after you are no longer a
member in good standing of the NASD, subject to Section 15 hereof, we shall for
so long after such termination as you remain a member in good standing make
payments to you in accordance with Section 2 hereof based on sales of Fund
shares purchased by you that are consummated prior to such termination. Your
right to payments hereunder subsequent to termination of this Agreement after
you are no longer a member in good standing of the NASD, if any, shall be solely
as provided in Section 14 hereof. This Section 17 will survive the termination
of this Agreement.
18. You shall indemnify and hold harmless us, each Fund, Alliance
Capital Management L.P. and our and their direct and indirect subsidiaries and
affiliates, directors trustees, officers, employees, shareholders, agents and
representatives (collectively, the "Indemnitees") from and against any and all
claims, losses, damages, costs, expenses and liabilities, including attorneys
fees, that may be assessed against, or suffered or incurred by any of them,
however arising, and as they are assessed, suffered or incurred, which relate in
any way to (a) any breach by you of any of your representations or warranties
hereunder, or your failure to comply with any of your obligations hereunder; (b)
any incorrect, omitted and/or unauthorized
information provided or required to be provided by you to us or to any of the
Funds; (c) your provision to any of your customers or prospective customers of
information regarding any of the Funds other than the then current Prospectus or
supplemental information referred to in Section 9 hereof, except as expressly
authorized by us; and/or (d) your failure to properly comply with any applicable
law, rule or regulations. Your obligations under this Section 18 shall extend to
actions, failures, errors, omissions, misconduct and breach by you and by your
employees, agents and representatives, whether or not acting with the scope of
their employment, agency or authority. Nothing in this Section 18 shall be
deemed to preclude any of the Indemnitees from seeking monetary damages and/or
injunctive relief in connection with any such claims, losses, damages, costs,
expenses or liabilities. This Section 18 will survive termination of this
Agreement or any provision hereof.
19. Either party to this Agreement may cancel this Agreement by giving
written notice to the other. Such notice shall be deemed to have been given on
the date on which it was either delivered personally to the other party or any
officer or member thereof, or was mailed postpaid or delivered to a telegraph
office of transmission to the other party at his or its address as shown below.
This Agreement may be amended by us at any time and your placing of an order
after the effective date of any such amendment shall constitute your acceptance
thereof.
20. This Agreement shall be construed in accordance with the laws of
the State of New York and shall be binding upon us and you when signed by us and
accepted by you in the space provided below.
Very truly yours,
ALLIANCE FUND DISTRIBUTORS, INC.
By:
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(Authorized Signature)
Firm Name
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Address
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City State Zip Code
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Accepted by (signature)
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Name (print) Title
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Date , 200 Telephone Number
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Please return two signed copies of this Agreement (one of which
signed by us will thereafter be returned to you) in the
accompanying return envelope to:
Alliance Fund Distributors, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
