DISTRIBUTION SERVICES AGREEMENT
ALLIANCE MUNICIPAL TRUST
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992, as
amended as of January 1, 1998
Alliance Fund Distributors, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This is to confirm that, on the terms and conditions set
forth herein, we have agreed that you shall be, for the period of
this Distribution Services Agreement (the "Agreement"), a
distributor, as our agent, for the unsold portion of such number
of shares of beneficial interest of our Trust, par value $.01 per
share (the "Trust Shares") as may from time to time be
effectively registered under the Securities Act of 1933, as
amended (the "Act").
1. We hereby agree to offer through you as our agent, and
to solicit, through you as our agent, offers to subscribe to, the
unsold balance of the Trust Shares as shall then be effectively
registered under the Act, and you are appointed our agent for
such purpose. All subscriptions for Trust Shares obtained by you
shall be directed to us for acceptance and shall not be binding
on us until accepted by us. You shall have no authority to make
binding subscriptions on our behalf. We reserve the right to sell
Trust Shares through other distributors or directly to investors
through subscriptions received by us at our principal office in
New York, New York. The right given to you under this agreement
shall not apply to Trust Shares issued in connection with (a) the
merger or consolidation of any other investment company with us,
(b) our acquisition by purchase or otherwise of all or
substantially all of the assets or stock of any other investment
company or (c) the reinvestment in Trust Shares by our
shareholders of dividends or other distributions or any other
offering of shares to our shareholders.
2. You will use your best efforts to obtain subscriptions
to Trust Shares upon the terms and conditions contained herein
and in the then current Prospectus and Statement of Additional
Information, including the offering price. You will send to us
promptly all subscriptions placed with you. We shall advise you
of the approximate net asset value per share or net asset value
per share (as used in the Prospectus and Statement of Additional
Information) on any date requested by you and at such other times
as it shall have been determined by us. We shall furnish you from
time to time, for use in connection with the offering of Trust
Shares, such other information with respect to us and the Trust
Shares as you may reasonably request. We shall supply you with
such copies of our current Prospectus and Statement of Additional
Information in effect from time to time as you may request. You
are not authorized to give any information or to make any
representations, other than those contained in the Registration
Statement, Prospectus and Statement of Additional Information, as
then in effect, filed under the Act covering Trust Shares or
which we may authorize in writing. You may use employees and
agents at your cost and expense to assist you in carrying out
your obligations hereunder but no such employee or agent shall be
deemed to be our agent or have any rights under this agreement.
3. We reserve the right to suspend the offering of Trust
Shares at any time, in the absolute discretion of our Board of
Trustees, and upon notice of such suspension you shall cease to
offer Trust Shares hereunder.
4. Both of us will cooperate with each other in taking such
action as may be necessary to qualify Trust Shares for sale under
the securities laws of such states as we may designate. Pursuant
to our Advisory Agreement dated July 22, 1992 with Alliance
Capital Management L.P. (the "Adviser"), we will pay all fees and
expenses of registering Trust Shares under the Act and of
qualification of Trust Shares and our qualification under
applicable state securities laws. You shall pay all expenses
relating to your broker-dealer qualification.
5. It is understood that paragraphs 5, 10 and 13 hereof
constitutes a plan of distribution (the "Plan") within the
meaning of Rule 12b-1 adopted by the Securities and Exchange
Commission under the Investment Company Act of 1940 (the "1940
Act") and is a part of this Agreement. The material aspects of
the Plan are as follows:
(a) The Trust will pay you each month a distribution services
fee with respect to each Portfolio of the Trust ("Portfolio")
which will not exceed, on an annualized basis, .25 of 1% of the
Trust's average daily net assets. You will use the entire amount
so received from the Trust (i) to compensate broker-dealers or
other persons for providing distribution assistance, (ii) to make
payments to compensate banks and other institutions for providing
administrative and accounting services with respect to Trust
shareholders and (iii) to otherwise promote the sale of shares of
the Trust, including paying for the preparation, printing and
distribution of prospectuses and sales literature or other
promotional activities.
2
(b) The Adviser will as long as the Plan is in effect make
similar payments to you for distribution services performed by
you and for distribution assistance provided by broker-dealers or
other persons as described above and to banks or other
institutions for administrative and accounting services. These
payments will be made by the Adviser from its own resources,
which may include the management fee it receives from the Trust.
The Adviser may in its sole discretion increase or decrease the
amount of distribution assistance payments.
(c) Payments for distribution assistance or administrative
and accounting services are subject to the terms and conditions
of the written agreements between each broker-dealer or other
person and you. Such agreements will be in a form satisfactory to
the Trustees of the Trust.
(d) The Treasurer of the Trust will prepare and furnish to
the Trustees of the Trust at least quarterly a written report
complying with the requirements of Rule 12b-1 setting forth all
amounts expended under the Plan and the purposes for which such
expenditures were made.
(e) The Trust is not obligated to pay any distribution
expense in excess of the distribution services fee described in
subparagraph (a) hereof and any expenses of distribution of the
Trust's shares accrued by you in one fiscal year of the Trust may
not be paid from distribution services fees received from the
Trust in subsequent fiscal years of the Trust. Distribution
services fees received from the Trust also will not be used to
pay any interest expense, carrying charges or other financing
costs, or allocation of overhead.
(f) All agreements with any persons relating to the
implementation of the Plan will be subject to termination,
without penalty, upon not more than sixty days' written notice,
pursuant to the provisions of paragraph 10 hereof.
(g) You are not obligated by the Plan to execute agreements
with qualifying banks, broker-dealers or other persons and any
termination of an agreement with a particular financial
intermediary under the Plan will have no effect on similar
agreements between you and other participating banks,
broker-dealers or other persons pursuant to the Plan.
6. We represent to you that our Registration Statement,
Prospectus and Statement of Additional Information (as in effect
from time to time) under the Act have been or will be, as the
case may be, carefully prepared in conformity with the
requirements of the Act and the rules and regulations of the
Securities and Exchange Commission thereunder. We represent and
warrant to you that our Registration Statement, Prospectus and
3
Statement of Additional Information contain or will contain all
statements required to be stated therein in accordance with the
Act and the rules and regulations of said Commission, and that
all statements of fact contained or to be contained therein are
or will be true and correct at the time indicated or the
effective date as the case may be; that none of our Registration
Statement, our Prospectus or our Statement of Additional
Information, when it shall become effective or be authorized for
use, will include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a
purchaser of Trust Shares. We will from time to time file such
amendment or amendments to our Registration Statement, Prospectus
and Statement of Additional Information as, in the light of
future developments, shall, in the opinion of our counsel, be
necessary in order to have our Registration Statement, Prospectus
and Statement of Additional Information at all times contain all
material facts required to be stated therein or necessary to make
any statements therein not misleading to a purchaser of Trust
Shares, but, if we shall not file such amendment or amendments
within fifteen days after receipt by us of a written request from
you to do so, you may, at your option, terminate this Agreement
immediately. We shall not file any amendment to our Registration
Statement, Prospectus or Statement of Additional Information
without giving you reasonable notice thereof in advance;
provided, however, that nothing in this agreement contained shall
in any way limit our right to file at any such time such
amendments to our Registration Statement, Prospectus or Statement
of Additional Information, of whatever character, as we may deem
advisable, such right being in all respects absolute and
unconditional. We represent and warrant to you that any amendment
to our Registration Statement, Prospectus or Statement of
Additional Information hereafter filed by us will, when it
becomes effective, contain all statements required to be stated
therein in accordance with the Act and the rules and regulations
of said Commission, that all statements of fact contained therein
will, when the same shall become effective, be true and correct
and that no such amendment, when it becomes effective, will
include an untrue statement of a material fact or will omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading to a purchaser of
Trust Shares.
7. We agree to indemnify, defend and hold you, and any
person who controls you within the meaning of Section 15 of the
Act, free and harmless from and against any and all claims,
demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities
and any reasonable counsel fees incurred in connection therewith)
which you or any such controlling person may incur, under the
Act, or under common law or otherwise, arising out of or based
4
upon any alleged untrue statement of a material fact contained in
our Registration Statement, Prospectus or Statement of Additional
Information in effect from time to time under the Act or arising
out of or based upon any alleged omission to state a material
fact required to be stated in either thereof or necessary to make
the statements in either thereof not misleading; provided,
however, that in no event shall anything herein contained be so
construed as to protect you against any liability to us or our
security holders to which you would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence, in
the performance of your duties, or by reason of your reckless
disregard of your obligations and duties under this agreement.
Our agreement to indemnify you and any such controlling person as
aforesaid is expressly conditioned upon our being notified of any
action brought against you or any such controlling person, such
notification to be given by letter or by telegram addressed to us
at our principal office in New York, New York, and sent to us by
the person against whom such action is brought within ten days
after the summons or other first legal process shall have been
served. The failure to so notify us of any such action shall not
relieve us from any liability which we may have to the person
against whom such action is brought by reason of any such alleged
untrue statement or omission otherwise than on account of our
indemnity agreement contained in this paragraph 7. We will be
entitled to assume the defense of any suit brought to enforce any
such claim, and to retain counsel of good standing chosen by us
and approved by you. In the event we do elect to assume the
defense of any suit and retain counsel of good standing approved
by you, the defendant or defendants in such suit shall bear the
fees and expenses of any additional counsel retained by any of
them; but in case we do not elect to assume the defense of any
such suit, or in case you do not approve of counsel chosen by us,
we will reimburse you or the controlling person or persons named
as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by you or them. Our
indemnification agreement contained in this paragraph 7 and our
representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any
investigation made by or on behalf of you or any controlling
person and shall survive the sale of any of Trust Shares made
pursuant to subscriptions obtained by you. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your successors and assigns, and to the benefit of any
controlling persons and their successors and assigns. We agree
promptly to notify you of the commencement of any litigation or
processing against us in connection with the issue and sale of
any Trust Shares.
8. You agree to indemnify, defend and hold us, our several
officers and trustees, and any person who controls us within the
meaning of Section 15 of the Act, free and harmless from and
5
against any and all claims, demands, liabilities, and expenses
(including the cost of investigating or defending such claims,
demands or liabilities and any reasonable counsel fees incurred
in connection therewith) which we, our officers or trustees, or
any such controlling person may incur under the Act or under
common law or otherwise, but only to the extent that such
liability, or expense incurred by us, our officers or trustees or
such controlling person resulting from such claims or demands
shall arise out of or be based upon any alleged untrue statement
of a material fact contained in information furnished in writing
by you to us for use in our Registration Statement or Prospectus
in effect from time to time under the Act, or shall arise out of
or be based upon any alleged omission to state a material fact in
connection with such information required to be stated in the
Registration Statement or Prospectus or necessary to make such
information not misleading. Your agreement to indemnify us, our
officers and trustees, and any such controlling person as
aforesaid is expressly conditioned upon you being notified of any
action brought against us, our officers or trustees or any such
controlling person, such notification to be given by letter or
telegram addressed to you at your principal office in New York,
New York, and sent to you by the person against whom such action
is brought, within ten days after the summons or other first
legal process shall have been served. You shall have a right to
control the defense of such action, with counsel of your own
choosing, satisfactory to us, if such action is based solely upon
such alleged misstatement or omission on your part, and in any
other event you and we, our officers or trustees or such
controlling person shall each have the right to participate in
the defense or preparation of the defense of any such action. The
failure to so notify you of any such action shall not relieve you
from any liability which you may have to us, to our officers or
trustees, or to such controlling person by reason of any such
untrue statement or omission on your part otherwise than on
account of your indemnity agreement contained in this
paragraph 8.
9. We agree to advise you immediately:
(a) of any request by the Securities and Exchange Commission
for amendments to our Registration Statement or Prospectus or for
additional information,
(b) In the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the
effectiveness of our Registration Statement or Prospectus or the
initiation of any proceedings for that purpose,
(c) of the happening of any material event which makes untrue
any statement made in our Registration Statement or Prospectus or
which requires the making of a change in either thereof in order
6
to make the statements therein not misleading, and (d) of all
action of the Securities and Exchange Commission with respect to
any amendments to our Registration Statement or Prospectus which
may from time to time be filed with the Securities and Exchange
Commission under the Act.
10. (a) This agreement shall become effective in respect of
each Portfolio of the Trust on the date hereof, shall remain in
effect until June 30, 1998, and shall continue in effect
thereafter for successive twelve-month periods (computed from
each July 1); provided, however, that such continuance is
specifically approved at least annually by the Trustees of the
Trust or by majority vote of the holders of the outstanding
voting securities (as defined in the 0000 Xxx) of the relevant
Portfolio of the Trust, and, in either case, by a majority of the
Trustees of the Trust who are not parties to this Agreement or
interested persons (as defined in the 0000 Xxx) of any such party
(other than as Trustees of the Trust) and who have no direct or
indirect financial interest in the operation of the Plan or any
agreement related thereto. Upon the effectiveness of this
Agreement, it shall supersede all previous agreements between the
parties hereto covering the subject matter hereof. This Agreement
may be terminated in respect of a Portfolio of the Trust (i) by
the Trust at any time, without the payment of any penalty, by the
vote of a majority of the outstanding voting securities (as so
defined) of such Portfolio, or by a vote of a majority of the
Trustees of the Trust who are not interested persons (as defined
in the 0000 Xxx) of the Trust and have no direct or indirect
financial interest in the operation of the Plan or any agreement
related thereto, in either event on sixty days written notice to
you; provided, however, that no such notice shall be required if
such termination is stated by the Trust to relate only to
paragraphs 5 and 13 hereof (in which event paragraphs 5 and 13
shall be deemed to have been severed herefrom and all other
provisions of this Agreement shall continue in full force and
effect), or (ii) by you on sixty days written notice
to the Trust.
(b) This Agreement may be amended at any time with the
approval of the Trustees of the Trust; provided, however, that
(i) any material amendments of the terms hereof will become
effective with respect to a Portfolio only upon approval as
provided in the first proviso of paragraph 10(a) hereof, and (ii)
any amendment to increase materially the amount to be expended by
a Portfolio for distribution assistance, administrative and
accounting services and other activities designed to promote the
sale of shares of such Portfolio hereunder will be effective with
respect to a Portfolio only upon the additional approval by a
vote of a majority of the outstanding voting securities of such
Portfolio as defined in the 1940 Act.
7
11. This Agreement may not be transferred, assigned, sold or
in any manner hypothecated or pledged by you and this Agreement
shall terminate automatically in the event of any such transfer,
assignment, sale, hypothecation or pledge. The terms "transfer",
"assignment", and "sale" as used in this paragraph shall have the
meanings ascribed thereto by governing law and any interpretation
thereof contained in rules or regulations promulgated by the
Securities and Exchange Commission thereunder.
12. Except to the extent necessary to perform your
obligation hereunder, nothing herein shall be deemed to limit or
restrict your right, or the right of any of your officers,
directors or employees who may also be a trustee, officer or
employee of ours, to engage in any other business or to devote
time and attention to the management or other aspects of any
other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm,
individual or association.
13. While the Plan is in effect, the selection and
nomination of the trustees who are not "interested persons" of
the Trust (as defined in the 0000 Xxx) will be committed to the
discretion of such disinterested trustees.
14. Notice is hereby given that this Agreement is entered
into on our behalf by an officer of our Trust in his capacity as
an officer and not individually and that the obligations of or
arising out of this Agreement are not binding upon any of our
Trustees, officers, shareholders, employees or agents
individually but are binding only upon the assets and property of
our Trust.
8
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
Alliance Municipal Trust
By /s/ Xxxxxx X. Xxxxxxxxx
____________________________
Xxxxxx X. Xxxxxxxxx
President
Accepted: July 22, 1992, as amended
as of January 1, 1998
Alliance Fund Distributors, Inc.
By /s/ Xxxxxx X. Xxxxxx, Xx.
______________________________
Xxxxxx X. Xxxxxx, Xx.
Senior Vice President
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management Corporation,
general partner
By /s/ Xxxx X. Xxxxxx
______________________________
Xxxx X. Xxxxxx
9
00250185.AK7
