ALLIANCE FUND DISTRIBUTORS, INC.
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, X.X. 00000
(000) 000-0000
_______________, 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 Alliance Capital Management 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. 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 sell shares of the Funds only
at the public offering prices which shall be currently in effect, and only in
accordance with the terms of the then current prospectuses and statements of
additional information of the Funds (collectively, the "Prospectus"). 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. All orders are
subject to acceptance by us and become effective only upon confirmation by us.
To the extent that a Prospectus contains any provision that is inconsistent with
this Agreement, the Prospectus shall be controlling.
2. On each purchase of shares of a Fund authorized by you from us, the
total sales charges and discount to you, if any, shall be as stated in the
Fund's then currently applicable Prospectus.
Such sales charges and discounts 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 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 (i) 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 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. Redemption's of shares of a Fund are to be made in accordance with
the then applicable Prospectus.
5. You shall:
(a) Order shares of any Fund only from us or from your
customers;
(b) Ordershares 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
commission 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 accept orders for any Fund shares except in compliance
with all applicable Federal and State securities laws and banking laws, and in
connection with sales of shares to your customers you shall on a timely basis
furnish to each person who has ordered shares 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. ("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"), to compensate you with respect
to the shareholder accounts of your customers in such Funds for providing
administrative, accounting and other services, including personal service and/or
the maintenance of such accounts. 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. Such
payments shall include a service fee in the amount of .25 of
1% per annum of the average daily net assets of certain
Funds attributable to your clients. Any such service fee
shall be paid to you solely for personal service and/or the
maintenance of shareholder account;
(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 accepting orders from your customers for
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. 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 your use of such material. 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. In connection with your making shares of a Fund available to your
customers, you shall ensure that the class of shares offered and sold to each
particular offeree and purchaser meets all applicable suitability requirements.
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 (the "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(a) You represent that you are either:
(i) a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, as amended (the "1934 Act'), duly
authorized to engage in the transactions to be performed
hereunder and not required to register as a broker-dealer
pursuant to the 1934 Act; or in the transactions to be
performed hereunder and not required to register as a
broker-dealer pursuant to the 1934 Act; or
(ii) a bank (as so defined) or an affiliate of a bank, in either
case registered as a broker-dealer pursuant to the 1934 Act
and a member in good standing of the NASD and that you agree
to abide by the Conduct Rules and all others laws, rules and
regulations applicable to the conduct of your business to
which the Agreement pertains.
(b) You further represent and warrant that:
(i) you are bound by anti-money laundering procedures and have
adopted and implemented and will maintain an anti-money
laundering ("AML") compliance program including an AML
Policy and Procedures, as required by the NASD and under
U.S. Law and therefore where you are responsible for
introducing clients' funds to us you will ensure that such
clients are not introduced until they have been properly
identified and their details verified in accordance with the
latest money laundering requirements and guidelines and that
you will take all possible steps to ensure that such 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 also beneficiaries of this Agreement and
therefore are relying upon your compliance with your AML
program 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. 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 5 years from the date of the
termination of such client's investment in the Funds.
14. This Agreement is in all respects subject to the Conduct Rules of
the NASD, 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 Global Investor Services, Inc. ("AGIS") directly at (800)
237-5822 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 AGIS 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 by written
notice to you and your placing of an order after your receipt of such notice and
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 15 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 for 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:________________________________
(Authorized Signature)
Firm Name_______________________________________________________
Address_________________________________________________________
City____________________________ State_________ Zip Code________
Accepted by (signature)_____________________
Name (print)____________________________ Title__________________
Date________________, 200_ Telephone Number___________________
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
356401
