Exhibit (e)(8)
Form 2017
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ALLIANCEBERNSTEIN INVESTMENTS, INC.
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_______________, 20__
Selected Agent Agreement
For Depository Institutions and their Subsidiaries
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, acting as agent for your customers, to make available to your customers
shares of each such company as we now or hereafter identify to you (each a
"Fund"), all upon the following terms and conditions:
1. (a) The customers in question will be for all purposes your
customers. We shall execute transactions in shares of the
Funds for each of your customers only upon your authorization,
if being understood in all cases that (a) you are 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 your account; (d)
except as we otherwise agree, each transaction is effected on
a fully disclosed basis; (e) as between you and the customer,
the customer will have full beneficial ownership of the
shares; and (f) you shall make appropriate disclosure to your
customers that the Fund's shares are not endorsed by you, do
not constitute your obligation and are not entitled to federal
deposit insurance. 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 agree to act only as
agent for your customers in such transactions and shall not
have authority to act as agent for the Funds or for us 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.
(b) You may act as an agent for the limited purpose of receiving
and transmitting purchase and sale orders for Advisor Class
shares, which have no front-end load, deferred sales charge or
other asset-based fee, and charge a commission or other
transaction-based fee on purchases and sales of such Shares on
your institution's distribution platform (such shares, "Clean
Advisor Class Shares"). When such a fee is charged, you
represent that you are acting solely on an agency basis with
respect to the purchase or sale of Clean Advisor Class Shares
and not as a dealer or selling agent of a Fund. You agree that
any such commission will be charged in a manner consistent
with applicable rules of the Financial Industry Regulatory
Authority ("FINRA") and the United States Department of Labor
and confirmed in accordance with applicable requirements under
the Securities Exchange Act of 1934 (the "1934 Act").
(c) You agree that purchases and sales of Clean Advisor Class
Shares may only be executed as purchases or redemptions
between the investor and a Fund. You agree not to execute
trades of Clean Advisor Class Shares between investors or
otherwise support a secondary market for trading of Clean
Advisor Class Shares.
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 agent, 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 agents 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 agent, you are hereby authorized (a) to place orders
directly with each Fund for its shares to be resold by us through 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) Order shares of any Fund only from us or from your customers;
(b) Order 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) 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, 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 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 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. 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 ("SEC"), or to relieve the parties hereto from any
liability arising under the 1933 Act.
(c) 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 SEC staff positions or interpretations issued
thereunder.
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 60-day period or purchases
of shares followed by a sale within 60 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 payments hereunder 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 accepting orders from your customers for shares of
any Fund, you shall rely solely on the representations in the
Prospectus and/or in the foregoing printed supplemental
information. We shall supply to you 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. Neither our affiliates nor any Fund shall be liable for any loss,
expense, damages, costs or other claim arising out of any redemption or exchange
pursuant to telephone instructions from any person or our refusal to execute any
such instructions for any reason.
13. (a) You represent that you are either:
(i) a bank as defined in Section 3(a)(6) of the 1934 Act,
duly authorized to engage in the transactions to be
performed hereunder and not required to (A) register as
a broker-dealer pursuant to the 1934 Act and the rules
promulgated thereunder; or (B) be a member of FINRA (an
"Exempt Bank"); or
(ii) a bank (as so defined) or an affiliate of a bank, in
either case: (A) you are a broker-dealer registered
under the 1934 Act or you are exempt from registration
under the 1934 Act; (B) you are a member in good
standing with FINRA; (C) 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 (D) 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 further represent and warrant that:
(i) You have implemented anti-money laundering procedures
and have a compliance program including an AML Policy
and Procedures, as required 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;
(ii) 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;
(iii) You confirm that the Funds for which you place orders on
our behalf 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; and
(iv) 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.
14. (a) If you are a member of FINRA, then 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,
except as otherwise provided in subsection (c) of this Section
14, to accept instructions from you, or any of your employees
or representatives, regarding accounts or any transactions for
them.
(b) If you are a "bank," as defined in Section 3(a)(6) of the 1934
Act, you will comply with all federal and state laws,
including the rules and regulations of all federal and state
bank regulatory agencies and authorities, applicable to your
performance and obligations under this Agreement. This
Agreement will terminate automatically in the event that you
cease to be a "bank" as so defined or in the event you become
subject to the broker-dealer registration requirements under
the 1934 Act or membership requirements of FINRA and fail to
be so registered or be a member of FINRA. After termination of
this Agreement, neither we nor any Fund will be obligated,
except as otherwise provided in subsection (c) of this Section
14, to accept instructions from you, or any of your employees
or representatives, regarding accounts or any transactions for
them.
(c) Promptly after we are no longer obligated to accept
instructions from you or any of your employees or
representatives regarding accounts or any transactions for
them, (i) you shall instruct your customers to contact
AllianceBernstein Investor Services, Inc. ("ABIS") directly at
(▇▇▇) ▇▇▇-▇▇▇▇ or such other numbers as we provide to you
regarding all future transactions in shares of any Fund, and
(ii) 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 of any Fund.
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. (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.
17. We shall for so long after termination of this Agreement as you remain
a member in good standing of FINRA or an Exempt Bank, as applicable, make
payments to you in accordance within 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 14 hereof. Your right to payments hereunder
subsequent to termination of this Agreement after you are no longer a member in
good standing of FINRA or an Exempt Bank, as applicable, 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, 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 18 shall extend to actions,
failures, errors, omissions, misconduct and breach by you and by your employees,
agents and representatives, whether or not acting within 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. 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.
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,
By:
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(Authorized Signature)
ALLIANCEBERNSTEIN INVESTMENTS, INC.
FIRM INFORMATION
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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 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) to:
AllianceBernstein Investments, Inc.
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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:
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(Authorized Signature)
Name (print) Title
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Firm Name Date
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Please return these Certificates to:
AllianceBernstein Investments, Inc.
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