[LOGO] XXXXXXX XXXXX
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
RE: SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
You have invited Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("we",
"us" or "Xxxxxxx Xxxxx") to become a selected dealer to distribute shares of the
open-end investment companies ("mutual fund(s)") listed on Schedule A hereto as
amended from time to time in accordance with Paragraph 11(d) hereunder
(collectively the "Funds" or, individually, the "Fund") for which you are the
principal underwriter (as such term is defined in the Investment Company Act of
1940 (the "1940 Act")) on the following terms and intending to be legally bound:
1. Fund Share Purchases
(a) You hereby authorize Xxxxxxx Xxxxx to offer and sell shares of the
Funds, and we agree that all purchase orders for Fund shares will be made only
to cover purchase orders or other instructions received by us or for our own
bona fide investment. We agree to act as principal, or as agent on behalf of our
customers, in all transactions in shares of the Funds.
(b) Our sale of Fund shares to our customers will be subject to minimum
investment requirements and at the applicable public offering price described in
the prospectus and statement of additional information of such Funds in effect
on the date of the sale (the prospectus and statement of additional information
as of any such sale date or of any applicable redemption or repurchase date
being sometimes referred to together herein as the "then current prospectus") or
as otherwise permitted by law; provided, however, that it is understood that we
assume no responsibility or liability for the determination of the net asset
value per share of a Fund or for any information provided by you to us that we
rely on in determining such public offering price.
(c) We shall not withhold placing orders for Fund shares received from our
customers so as to profit ourselves as a result of such withholding (e.g., by a
change in the net asset value from that used in determining the public offering
price for Fund shares to our customers).
(d) We understand that all orders are subject to acceptance or rejection by
you or the Funds in the sole discretion of either, and that no conditional order
will be accepted by the Funds. Purchase orders will be subject to the procedures
set forth in Paragraph 4, and such other procedures as may be mutually agreed
upon from time to time.
(e) Payment for Fund shares purchased shall be made on the settlement date
specified in your confirmation by New York Clearing House funds through the
National Securities Clearing Corporation ("NSCC") Fund/SERV system or, in
limited circumstances, through such other means as mutually agreed by you and
us. If such payment is not received by you, you reserve the right, without
notice, either to promptly cancel the sale, or, at your option, to promptly sell
the shares ordered back to such Fund, and in either case, you may hold us
responsible for any direct loss suffered by you or by such Fund resulting from
our failure to make payment as aforesaid.
2. Selling Procedures; Sales Materials
(a) "Sales Materials," as used herein, shall include, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, circulars, research reports, market letters, performance reports
or summaries, form letters, posters, signs and other similar materials, whether
in print, hypertext, video, audio or other media, and any items derived from the
foregoing, and including sales materials intended for wholesale use (i.e.,
broker/dealer use only) or retail use.
(b) You agree to supply to us at your expense current copies of each Fund's
prospectus (i.e., that contained in an effective registration statement) and any
supplements to the prospectus in reasonable quantities upon our request
(collectively, "Fulfillment Materials"). You further agree to provide us at your
expense copies of any Fund filings with the Securities and Exchange Commission
("SEC") that are legally required to be delivered to Fund shareholders,
including all current statements of additional information (including
supplements), periodic reports and proxy statements as well as any other printed
supplemental material as determined by the SEC, the Fund's board or management
to be delivered to shareholders in reasonable quantities upon our request
(collectively, "Additional Materials"). We agree to deliver copies of the
Fulfillment Materials and/or Additional Materials to our customers in accordance
with applicable law and the rules of the SEC. All Fulfillment Materials and
Additional Materials shall be provided to us pursuant to the instructions set
forth on Appendix 1.
(c) You agree to notify us in writing (as specified in Paragraph 11(c)) of
any change to the then current prospectus or statement of additional information
of each Fund, specifying such change, at least thirty (30) calendar days before
such change becomes effective, provided that if such 30-day notice is not
reasonably practicable, you may provide us with the required notice in the case
of changes that would not have a material effect on our rights and obligations
under this Agreement within such other period as is reasonable under the
circumstances, but in any event not later than concurrently with such change.
You further agree that to the extent you fail to provide such notice and we are
unable to comply with such changes due to systems or other limitations, you
shall indemnify us and hold us harmless against any and all losses, claims,
damages, liabilities and expenses (including the reasonable cost of
investigation and attorney's fees and expenses incurred by us in any action or
proceeding between the parties hereto or between us and any third party) to
which we may become subject under the Securities Act of 1933 (the "Securities
Act"), the 1940 Act, or otherwise, and the procedures set forth in Paragraph
9(b) hereof shall control. This Paragraph 2(c) shall survive the termination of
this Selected Dealer Agreement ("Agreement").
(d) We shall not make any representation, whether in Sales Materials or
otherwise, concerning the Funds or their securities to our customers that is
untrue or misleading, or omits a material fact necessary in order to make the
representation made, in light of the circumstances in which it was made, not
misleading.
(e) You agree not to distribute any Sales Materials (other than copies of
the then current prospectus) to any of our employees or sales offices unless the
distribution of such materials has been approved in writing by us in accordance
with written procedures (as amended from time to time) provided by us to you. In
approving such materials for distribution within our offices or through our
sales offices to our customers, we assume no responsibility or liability for the
representations or any omissions contained in any Sales Materials nor for
representations or any omissions contained in the prospectus or statement of
additional information relating to the Fund.
(f) With respect to Funds offering multiple classes of shares subject to
differing sales charges and/or distribution fees, we have established compliance
procedures designed to ensure that our customers are aware of the available
methods of mutual fund distribution financing and to provide adequate
supervision of share class recommendations.
3. Redemption/Repurchase/Transfer of Fund Shares and Exchanges
(a) If we purchase shares from our customers for redemption by the Fund or
repurchase by you, which we are hereby authorized by you to do, we agree to pay
such customers not less than the applicable redemption price (i.e., the
currently quoted net asset value minus any applicable sales charges or
redemption fees) determined as set forth in the then current prospectus of the
Fund or as otherwise permitted by law; provided, however, that it is understood
that we assume no responsibility or liability for the determination of the net
asset value per share of a Fund or for any information provided by you to us
that we rely on in determining such redemption price.
(b) We will not withhold placing redemption or repurchase orders for Fund
shares received from our customers so as to profit ourselves as a result of such
withholding (e.g., by a change in the net asset value from that used in
determining the public offering price for Fund shares to our customers).
(c) Redemption and repurchase orders will be subject to the procedures set
forth in Paragraph 4, and such other procedures as may be mutually agreed upon
from time to time, provided that any order placed by us regarding the redemption
or repurchase of Fund shares is subject to timely receipt by you or the Fund's
transfer agent of all required documents.
(d) Where Fund shares are held in the name of our customer directly at the
Fund's transfer agent, with us listed as the broker-dealer of record, and our
customer requests that such shares be transferred to the name of Xxxxxxx Lynch,
Xxxxxx, Xxxxxx & Xxxxx Incorporated or an affiliate thereof as nominee, you
undertake to provide to us as soon as is practicable, but no more than five (5)
business days from your receipt of a transfer request on behalf of our customer,
the account history in connection with processing such a transfer request. If
the account history is received more than five (5) business days from the date
of our transfer request, you acknowledge that you will be deemed to have
certified that the transferred assets were transferred free from any applicable
holding periods and future liabilities, including, but not limited to,
redemption fees or any contingent deferred sales charges, and you agree to
indemnify us and hold us harmless against any and all losses, claims, damages,
liabilities and expenses (including the reasonable cost of investigation and
attorney's fees and expenses incurred by us in any action or proceeding between
the parties hereto or between us and any third party) to which we may become
subject under the Securities Act, the 1940 Act, or otherwise as a result of your
failure to provide such account history on a timely basis, and the procedures
set forth in Paragraph 9(b) hereof shall control. This Paragraph 3(d) shall
survive the termination of this Agreement.
(e) Exchanges of shares between Funds or classes of Funds will be effected
in the manner and subject to the restrictions and charges described in the then
current prospectuses of the relevant Funds or as otherwise permitted by the
Funds' Rule 18f-3 Plan or by law. The handling of exchanges will be further
subject to such other procedures as may be mutually agreed upon from time to
time.
4. Transaction Processing
(a) We will date and record the time at which any order is received from
our customers. We will make such records available for inspection by (i)
any governmental or regulatory agency, as required by law; and (ii) you or the
Funds upon reasonable notice and during normal business hours.
(b) We shall be entitled to receive orders from our customers for the
purchase, redemption and/or exchange of shares of the Funds on any day, and,
subject to the following, you shall be obligated to receive such orders on any
day that the New York Stock Exchange is open for regular business (each a
"business day"). With respect to each Fund, only orders that are received by us
on a business day prior to the Pricing Time will be processed and transmitted
for clearance and settlement at the net asset value of the shares of the Fund
subject to any sales charges or other conditions (i.e., the public offering
price described in the then current prospectus) on that business day. Any orders
received by us after the Pricing Time (including any Saturday, Sunday or
holiday) will be processed and transmitted for clearance and settlement at the
net asset value of the shares of the Fund subject to any sales charges or other
conditions (i.e., the public offering price described in the then current
prospectus) on the next business day. The "Pricing Time" shall mean the time on
each business day that the net asset value/price of the shares of a Fund is
stated to be determined in the then current prospectus of the Fund.
(c) We represent that our policies and procedures are reasonably designed
to ensure compliance with this Paragraph 4.
5. Net Asset Value Errors
You shall notify us promptly whenever an error is made in the calculation
of any Fund's net asset value per share which requires a correction under a
Fund's policies, and indemnify us and hold us harmless against any and all
losses, claims, damages, liabilities or expenses (including, but not limited to,
any losses suffered by our customers and any additional costs and expenses
related to the net asset value correction, such as research costs, expenses
related to developing computer software specifically for the correction,
processing overtime and notices to customers) to which we may become subject
insofar as any such loss, claim, damage, liability or expense arises out of or
is based on any such error or alleged error made in the calculating any Fund's
net asset value per share. Payment shall be made by you promptly upon receipt of
an invoice from us stating the costs of the price correction and the expenses
related thereto.
6. Compensation
(a) We understand that you will compensate us in connection with purchases
made for or by our customers, and then only where (i) an order for the purchase
of securities is (A) obtained by a registered representative in the employ of
Xxxxxxx Xxxxx & Co., Inc. ("ML & Co.") or a direct or indirect subsidiary or
other affiliate thereof, or (B) placed by a customer of ours through our
proprietary online, self-directed brokerage service, or other mutual fund
platform, through which such customers may or may not pay transaction fees and
remitted to you promptly by us; (ii) an investment is made to an account at a
Fund's transfer agent where we are listed as the broker-dealer of record; or
(iii) a subsequent investment is made to an account at the Fund's transfer agent
where a broker-dealer other than us is listed as the broker-dealer of record and
is accompanied by a signed request from the account shareholder that we be
listed as the broker-dealer of record.
(b) We understand that the applicable portion of any sales charge (whether
assessed on a front-end or deferred basis) and dealer concession/advance
commission payable to us for the sale of each class of shares of each Fund will
be in an amount as set forth in the then current prospectus or statement of
additional information of the Fund or, in the alternative, as set forth in
Schedule B. In the case of any sale of shares of a Fund for which a front-end
sales charge is waived because of the size of the purchase, you agree to pay to
us the amount as set forth in the then current prospectus or statement of
additional information of the Fund or as agreed upon by us in Schedule B; and
such amount shall be payable on the date of settlement of any such sale of
shares of each Fund; provided, however, that in an event the amount of the fee
is subject to incremental changes based upon the dollar amount of the aggregate
sales, you shall use your best efforts to pay such amount as soon as possible
but in no event later than two (2) weeks after the date of settlement of such
sale.
(c) We understand that in accordance with Paragraph 6(b), shares may be
purchased by our customers pursuant to a right of accumulation, a letter of
intent (in cases where we are listed as the broker-dealer of record and not the
record owner thereof), or other circumstance permitting a reduction or waiver of
any applicable sales charge or dealer concession/advance commission; however, if
our customer fails to fulfill a letter of intent, you will pay us the amount
required to reflect the appropriate concession based on actual purchases made by
the customer. We agree to advise you of any available right of accumulation in
accordance with applicable procedures.
(d) Certain of the Funds have made or may in the future make arrangements
to make payments (i) in connection with the distribution of Fund shares, and/or
(ii) for the provision of shareholder services or other services to Fund
shareholders, including the adoption of a plan ("Plan") pursuant to Rule 12b-1
under the 1940 Act. In connection with the sale of a Fund's shares or servicing
of the accounts of our customers where Xxxxxxx Xxxxx is the record owner or
listed as the broker-dealer of record, you shall pay us a fee upon the terms and
conditions as set forth in the then current prospectus of such Fund or, in the
alternative, as set forth in Schedule C hereto. This provision (i) shall remain
in effect, with respect to a Fund, only so long as the continuance of the Fund's
Plan is approved at least annually in conformity with Rule 12b-1 and (ii) will
be terminable, without penalty, at any time with respect to the Fund in
connection with a vote of a majority of the disinterested directors (as such
term is defined in the 1940 Act) to terminate the Plan or by a vote of the
majority of the voting securities (as such term is defined in the 1940 Act) of
such Fund upon 60 days written notice to you. With respect to payments under
this Paragraph 6(d) that are made pursuant to a Plan, you agree that (i) you,
and not us, are obligated to provide quarterly reports to the Fund's board of
directors detailing the amounts expended pursuant to a Plan or this provision
and the purposes for which such expenditures were made, and (ii) to present the
agreement contained in this Paragraph 6(d) to the board of directors of the Fund
and subject to your fiduciary duties to each Fund recommend its approval in a
timely fashion. This provision will also automatically terminate in the event of
assignment (as such term is defined in the 1940 Act) of this Agreement.
(e) In addition to the fees discussed above and notwithstanding any
termination of a Plan as described in Paragraph 6(d), you shall pay or cause to
be paid to us a fee as set forth in Attachment B ("Attachment B") of the
Marketing Service and Support Agreement dated February 17, 2005 (the "MSSA") in
exchange for which we will provide the services listed in the MSSA. You
represent and warrant that the fee payable pursuant to Attachment B will be paid
in cash from your assets or those of your affiliates and not from the assets of
the Funds. You covenant for yourself and your affiliates that no portfolio
securities transactions of the Funds, or commissions in connection therewith,
shall be directed to Xxxxxxx Xxxxx by the Funds or by you or any of your
affiliates in connection with any fees payable pursuant to Attachment B.
(f) Any obligation to make payments described in Paragraphs (a) through (d)
above that is created prior to the termination of this Agreement shall survive
the termination of this Agreement. Further, to the extent that paragraph (d)
above is terminated for any reason by you, including without limitation, failure
of the Plan to be approved annually in accordance with the 1940 Act, you agree
to negotiate with us in good faith an appropriate asset-based fee that is
reasonable with respect to the services provided by us, and you will use your
best efforts to cause each Fund to disclose such payments in its prospectus.
Paragraph (e) shall survive termination of this Agreement.
7. FINRA Membership
(a) You and we are registered and/or licensed as a broker and/or dealer
under the federal and applicable state laws. You and we represent to each other
that you and we are each members of the Financial Industry Regulatory Authority,
Inc. (the "FINRA").
(b) Each of us agrees to notify the other immediately if we cease to be
registered or licensed as a broker or dealer or fail to be a member in good
standing of the FINRA.
(c) You and we agree to abide by the rules and regulations of the FINRA,
including, without limitation, Rule 2830 of the FINRA Conduct Rules.
8. Compliance with Regulatory Requirements and Xxxxxxx Xxxxx Policy
You represent, warrant and/or covenant to us the following:
(a) Each Fund is registered and has filed a registration statement (a
"Registration Statement") relating to its shares under the Securities Act on
Form N-1A with the SEC. The Registration Statement (including the prospectus and
the statement of additional information) conforms in all respects to the
requirements of the Securities Act and the 1940 Act and the rules thereunder.
(b) To the extent required by law, each Fund is registered and its shares
are qualified for sale in all states and other jurisdictions in the United
States unless we are notified in writing to the contrary. We may rely solely on
such representation in offering or selling Fund shares, but you assume no
responsibility or obligation as to our right as a broker-dealer to offer or sell
Fund shares in any state or jurisdiction.
(c) The then current prospectus for each of the Funds contains such
disclosure with respect to fees paid and charges imposed in connection with the
sale of the Fund shares as is necessary to comply with all laws, rules and
regulations, including, without limitation, disclosure of all compensation of
the type described in Paragraph 6 hereof as required by Rule 2830(l) of the
FINRA Conduct Rules, as well as the nature and extent of the fee payable
pursuant to Attachment B. Such fees and charges will be in compliance with the
rules and regulations of the FINRA, including, without limitation, Rule 2830 of
the FINRA Conduct Rules.
(d) Each investment adviser of each Fund is registered as an investment
adviser under the Investment Advisers Act of 1940 and in any state where
registration is required, and each of you, each investment adviser, the Funds
and each of such persons' respective affiliates will comply with all applicable
laws, rules and regulations.
(e) The Registration Statement and any Sales Materials relating to the Fund
provided by you to us do not contain any 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, in light of the circumstances in which they were made,
not misleading.
(f) All Sales Materials submitted to us by you will comply in all material
respects with the rules and regulations of the SEC, the FINRA and any states
having such rules and regulations, and will be filed with (i) the FINRA or SEC
as required by the rules and regulations of the FINRA and the SEC and (ii) the
relevant states as required by the laws, rules and regulations of such states.
(g) Each Fund that has adopted a plan of distribution under Rule 12b-1 has
(i) implemented policies and procedures required by Rule 12b-1(h)(2) and (ii)
uses reasonable criteria in the selection of its broker-dealers that both
execute Fund portfolio transactions and promote or sell Fund shares.
(h) You have reviewed and will adhere to, and cause your affiliates to
adhere to, the policies outlined in the Xxxxxxx Xxxxx Xxxx and Non-Cash
Compensation and Reimbursement Policies (the "Policies"), a copy of which you
hereby acknowledge receipt of; and you and/or your affiliates have implemented
policies and procedures to ensure that your and your affiliates' employees
adhere to such Policies.
(i) The foregoing representations, warranties and covenants will be true
and correct at all times during the term of this Agreement (with references to
the Registration Statement being deemed to refer to the Registration Statement
in effect at the time such reference is made and to the then current prospectus
of the Fund).
9. Indemnification
(a) You agree to indemnify us (for the purposes of this Paragraph 9, "us"
and "we" shall mean Xxxxxxx Xxxxx, the officers, directors and employees of
Xxxxxxx Xxxxx, and any person who is or may be deemed to be a controlling person
of Xxxxxxx Xxxxx) and hold us harmless against any and all losses, claims,
damages, liabilities and expenses (including the reasonable costs of
investigation and attorney's fees and expenses as such expenses are incurred by
us in any action or proceeding between the parties hereto or between us and any
third party) to which we may become subject under the Securities Act, the 1940
Act, or otherwise, insofar as any such loss, claim, damage, liability or expense
(or actions with respect thereto) arises out of or is based on any untrue
statement of a material fact or alleged untrue statement of a material fact
contained in any Registration Statement of any Fund (including any prospectus or
statement of additional information which is part of any such Registration
Statement) or any amendment or supplement thereto or in any Sales Materials
relating to a Fund provided to us by you (whether or not we have approved the
use of such Sales Materials), arises out of or is based on the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading. This indemnity
agreement will be in addition to any liability which you may otherwise have.
(b) If we seek indemnity under this Paragraph 9 we shall, promptly after
receipt of notice of commencement of any action, suit or proceeding against us,
give written notice of the commencement of such action, suit or proceeding to
you, but the omission so to notify you shall not relieve you from any such
obligation you may otherwise have. In case such notice of any such action shall
be so given, you shall be entitled to participate at your own expense in the
defense, or, if you so elect, to assume the defense of such action, in which
event such defense shall be conducted by counsel (satisfactory to us) chosen by
you; provided, however, that you shall not have the right to assume the defense
of any action in which the named parties (including any implied parties) include
both you and us and in which counsel to either of us has advised that there may
be legal defenses available to us which are different from or in addition to
those available to you. If you do not elect to assume the defense of such action
and in cases where separate counsel is retained because of the availability of
different defenses, you will reimburse us for the reasonable fees and expenses
of any counsel retained by us. Payment (other than the reimbursement of our
legal and other related fees and expenses, which will be payable to us upon your
receipt of our bill related thereto) shall be made upon any final determination
of liability resulting from such claim or misstatement or omission by a court,
panel of arbitrators, administrative agency or self-regulatory organization, or
upon any settlement of any dispute, the subject of which involves such a claim.
In any action in which you have elected to assume the defense, we shall bear the
fees and expenses of any additional counsel we retain, unless either of us has
retained separate counsel because there are legal defenses available to one of
us which are different from or in addition to those available to the other of
us, in which case you shall bear the fees and expenses of our counsel as well.
(c) This Paragraph 9 shall survive the termination of this Agreement.
10. Termination
(a) Either party hereto may terminate this Agreement upon thirty (30)
calendar days' prior written notice to the other. Also, this Agreement will
terminate automatically upon: (i) termination of our registration with the SEC;
or (ii) termination of our membership with FINRA.
(b) 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. You may, however, transfer any of your
duties under this Agreement to any entity that controls or is under common
control with you.
11. Miscellaneous
(a) You understand and agree that we are not acting as your agent under
this Agreement, that we are in no way responsible for the manner of your
performance or for any of your acts or omissions in connection herewith, and
that nothing shall constitute us and you as a selling syndicate, association,
joint venture, partnership, unincorporated business, or other separate entity or
otherwise partners with you.
(b) We recognize that each Fund reserves the right in its discretion,
subject to applicable law and reasonable notice to us, to suspend sales or
redemptions or to withdraw the offering of shares of the Fund.
(c) All communication shall be sent to us as provided on Appendix 1 and to
you at the address you have provided at the end of this Agreement. Notice shall
be deemed to have been given on the date it was either delivered personally to
the other party or any officer or member thereof or was either received by
express delivery or telecopy (with receipt) by the other party at his or her
address specified in this Agreement. Notwithstanding anything to the contrary in
this Agreement, either party may change the address to which communications to
it shall be sent by giving notice thereof in accordance with this provision.
(d) No modification, amendment, supplement to, or waiver of this Agreement
or any of its provisions or any Schedule hereto shall be binding upon the
parties hereto unless made in writing and duly signed by the party against whom
enforcement thereof is sought. Notwithstanding the foregoing, Schedule A may be
amended, at any time and from time to time, to add mutual funds (as requested or
approved by you) or remove mutual funds (with notice to you), which amended
Schedule A shall be evidenced solely upon our or our affiliates' books and
records. This Agreement shall be binding with respect to shares of mutual funds
added to Schedule A upon the first purchase by a customer of ours of any shares
of such additional Funds.
(e) This Agreement, as supplemented by the Fee Based Programs Supplemental
Agreement dated December 23, 2008, the Transactions Transparency Supplemental
Agreement dated September 1, 2006, and the Marketing Services and Support
Agreement dated February 17, 2005 constitutes the entire agreement between the
parties with respect to the matters dealt with herein and supersedes any
previous or contemporaneous agreements and documents with respect to such
matters. Each Schedule and Appendix referenced herein is incorporated by such
reference into this Agreement and made a part hereof.
(f) The failure or delay on the part of either party to enforce at any time
any of the provisions of this Agreement, or to exercise any option which is
herein provided, or to require at any time performance of any of the provisions
hereof, shall in no way be construed to be a waiver of such provisions of this
Agreement.
(g) The validity of this Agreement, the construction and enforcement of its
terms, and interpretation of the rights and duties of the parties shall be
governed by the laws of the State of New York without giving effect to
provisions relating to conflict of laws.
(h) If a dispute arises between us and you with respect to this Agreement
which the parties are unable to resolve themselves, it shall be settled by
arbitration in accordance with the then existing FINRA Code of Arbitration
Procedure (the "FINRA Code"). The parties agree that to the extent permitted by
the FINRA Code the arbitrator(s) shall be selected from the securities industry.
(i) In accordance with Regulation S-P, if non-public personal information
regarding either party's customers or consumers is disclosed to the other party
in connection with this Agreement, the party receiving such information will not
disclose or use that information other than as necessary to carry out the
purposes of this Agreement.
(j) For only those customers of ours where we are the record owner of
shares of the Funds, we hereby certify that we have established and maintain an
anti-money laundering program that includes written policies, procedures and
internal controls reasonably designed to identify our customers and have
undertaken appropriate due diligence efforts to "know our customers" in
accordance with all applicable anti-money laundering regulations in our
jurisdiction including, where applicable, the USA PATRIOT Act of 2001 ("Patriot
Act"). We further confirm that we will monitor such customers' activities for
suspicious activity in accordance with the requirements of the Patriot Act.
(k) This Agreement shall become effective as of the later of dates set
forth below when executed by each of the parties hereto.
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED
By: /s/Xxxx X. Xxxxxxxx
-----------------------
Xxxx X. Xxxxxxxx
Managing Director, Mutual Funds
Global Investments and Wealth Management
Date: April 30, 2009
Agreed and accepted:
Firm Name: AllianceBernstein Investments, Inc.
By: /s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx
Print Name
Assistant Secretary
Title
Address: 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Date: 4/23/09
SCHEDULE A
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April 2009
Share
Symbol Fund Name Class CUSIP
------ --------- ----- -----
CABNX AllianceBernstein Balanced Shares, Inc A 018525105
CABBX AllianceBernstein Balanced Shares, Inc B 018525204
CBACX AllianceBernstein Balanced Shares, Inc C 018525402
LTAAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2000 Retirement Strategy
LTABX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2000 Retirement Strategy
LTACX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2000 Retirement Strategy
LTBAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2005 Retirement Strategy
LTCBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2005 Retirement Strategy
LTSCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2005 Retirement Strategy
LTDAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2010 Retirement Strategy
LTDBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2010 Retirement Strategy
LTDCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2010 Retirement Strategy
LTEAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2015 Retirement Strategy
LTGBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2015 Retirement Strategy
LTECX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2015 Retirement Strategy
LTHAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2020 Retirement Strategy
LTHBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2020 Retirement Strategy
LTHCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2020 Retirement Strategy
LTIAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2025 Retirement Strategy
LTIBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2025 Retirement Strategy
LTICX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2025 Retirement Strategy
LTJAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2030 Retirement Strategy
LTJBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2030 Retirement Strategy
LTJCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2030 Retirement Strategy
LTKAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2035 Retirement Strategy
LTKBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2035 Retirement Strategy
LTKCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2035 Retirement Strategy
LTLAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2040 Retirement Strategy
LTLBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2040 Retirement Strategy
LTLCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2040 Retirement Strategy
LTPAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2045 Retirement Strategy
LTPBX AllianceBernstein Blended Style Series Inc: B 00000X000
AllianceBernstein 2045 Retirement Strategy
LTPCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2045 Retirement Strategy
LTQAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2050 Retirement Strategy
LTQCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2050 Retirement Strategy
LTWAX AllianceBernstein Blended Style Series Inc: A 00000X000
AllianceBernstein 2055 Retirement Strategy
LTWCX AllianceBernstein Blended Style Series Inc: C 00000X000
AllianceBernstein 2055 Retirement Strategy
ABBAX AllianceBernstein Blended Style Series, Inc: US A 00000X000
Large Cap Portfolio
ABBBX AllianceBernstein Blended Style Series, Inc: US B 00000X000
Large Cap Portfolio
ABBCX AllianceBernstein Blended Style Series, Inc: US C 00000X000
Large Cap Portfolio
ABQUX AllianceBernstein Bond Fund, Inc: AllianceBernstein A 018528711
Intermediate Bond Portfolio
ABQBX AllianceBernstein Bond Fund, Inc: AllianceBernstein B 018528695
Intermediate Bond Portfolio
ABQCX AllianceBernstein Bond Fund, Inc: AllianceBernstein C 018528687
Intermediate Bond Portfolio
QUASX AllianceBernstein Cap Fund, Inc: AllianceBernstein A 00000X000
Small Cap Growth Portfolio
QUABX AllianceBernstein Cap Fund, Inc: AllianceBernstein B 00000X000
Small Cap Growth Portfolio
QUACX AllianceBernstein Cap Fund, Inc: AllianceBernstein C 00000X000
Small Cap Growth Portfolio
AGSAX AllianceBernstein Diversified Yield Fund, Inc A 00000X000
AGSBX AllianceBernstein Diversified Yield Fund, Inc B 00000X000
AGCCX AllianceBernstein Diversified Yield Fund, Inc C 00000X000
ADGAX AllianceBernstein Focused Growth & Income Fund, Inc A 00000X000
ADGBX AllianceBernstein Focused Growth & Income Fund, Inc B 00000X000
ADGCX AllianceBernstein Focused Growth & Income Fund, Inc C 00000X000
ANAGX AllianceBernstein Global Bond Fund, Inc A 00000X000
ANABX AllianceBernstein Global Bond Fund, Inc B 00000X000
ANACX AllianceBernstein Global Bond Fund, Inc C 00000X000
AREAX AllianceBernstein Global Real Estate Investment A 00000X000
Fund, Inc
AREBX AllianceBernstein Global Real Estate Investment B 00000X000
Fund, Inc
ARECX AllianceBernstein Global Real Estate Investment C 00000X000
Fund, Inc
ABZAX AllianceBernstein Global Research Growth Fund, Inc A 00000X000
ABZBX AllianceBernstein Global Research Growth Fund, Inc B 00000X000
ABZCX AllianceBernstein Global Research Growth Fund, Inc C 00000X000
ALTFX AllianceBernstein Global Thematic Growth Fund, Inc A 018780106
(formerly Global Technology Fund)
ATEBX AllianceBernstein Global Thematic Growth Fund, Inc B 018780304
(formerly Global Technology Fund)
ATECX AllianceBernstein Global Thematic Growth Fund, Inc C 018780403
(formerly Global Technology Fund)
GCHAX AllianceBernstein Greater China '97 Fund, Inc A 018905109
GCHBX AllianceBernstein Greater China '97 Fund, Inc B 018905208
GCHCX AllianceBernstein Greater China '97 Fund, Inc C 018905307
CABDX AllianceBernstein Growth & Income Fund, Inc A 018597104
CBBDX AllianceBernstein Growth & Income Fund, Inc B 018597203
CBBCX AllianceBernstein Growth & Income Fund, Inc C 018597401
AGDBX AllianceBernstein High Income Fund, Inc B 00000X000
AGDCX AllianceBernstein High Income Fund, Inc C 00000X000
AWPAX AllianceBernstein International Growth Fund, Inc A 00000X000
AWPBX AllianceBernstein International Growth Fund, Inc B 00000X000
AWPCX AllianceBernstein International Growth Fund, Inc C 00000X000
APGAX AllianceBernstein Large Cap Growth Fund, Inc A 00000X000
APGBX AllianceBernstein Large Cap Growth Fund, Inc B 00000X000
APGCX AllianceBernstein Large Cap Growth Fund, Inc C 00000X000
CHCLX AllianceBernstein Small/Mid-Cap Growth Fund, Inc A 018636100
CHCBX AllianceBernstein Small/Mid-Cap Growth Fund, Inc B 018636209
CHCCX AllianceBernstein Small/Mid-Cap Growth Fund, Inc C 018636308
AAZAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein Arizona Portfolio
AAZBX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein Arizona Portfolio
AAZCX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein Arizona Portfolio
AFLAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein Florida Portfolio
AFLBX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein Florida Portfolio
AFLCX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein Florida Portfolio
AMAAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein Massachusetts Portfolio
AMABX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein Massachusetts Portfolio
AMACX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein Massachusetts Portfolio
AMIAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein Michigan Portfolio
AMIBX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein Michigan Portfolio
AMICX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein Michigan Portfolio
AMNAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein Minnesota Portfolio
AMNBX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein Minnesota Portfolio
AMNCX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein Minnesota Portfolio
ANJAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein New Jersey Portfolio
ANJBX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein New Jersey Portfolio
ANJCX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein New Jersey Portfolio
AOHAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein Ohio Portfolio
AOHBX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein Ohio Portfolio
AOHCX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein Ohio Portfolio
APAAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein Pennsylvania Portfolio
APABX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein Pennsylvania Portfolio
APACX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein Pennsylvania Portfolio
AVAAX AllianceBernstein Municipal Income Fund II: A 00000X000
AllianceBernstein Virginia Portfolio
AVABX AllianceBernstein Municipal Income Fund II: B 00000X000
AllianceBernstein Virginia Portfolio
AVACX AllianceBernstein Municipal Income Fund II: C 00000X000
AllianceBernstein Virginia Portfolio
ALCAX AllianceBernstein Municipal Income Fund, Inc: A 018642306
AllianceBernstein California Portfolio
ALCBX AllianceBernstein Municipal Income Fund, Inc: B 018642801
AllianceBernstein California Portfolio
ACACX AllianceBernstein Municipal Income Fund, Inc: C 018642850
AllianceBernstein California Portfolio
ALTHX AllianceBernstein Municipal Income Fund, Inc: A 018642108
AllianceBernstein National Portfolio
ALTBX AllianceBernstein Municipal Income Fund, Inc: B 018642702
AllianceBernstein National Portfolio
ALNCX AllianceBernstein Municipal Income Fund, Inc: C 018642835
AllianceBernstein National Portfolio
ALNYX AllianceBernstein Municipal Income Fund, Inc: A 018642207
AllianceBernstein New York Portfolio
ALNBX AllianceBernstein Municipal Income Fund, Inc: B 018642876
AllianceBernstein New York Portfolio
ANYCX AllianceBernstein Municipal Income Fund, Inc: C 018642868
AllianceBernstein New York Portfolio
ABWAX AllianceBernstein Portfolios: AllianceBernstein A 00000X000
Balanced Wealth Strategy
ABWBX AllianceBernstein Portfolios: AllianceBernstein B 00000X000
Balanced Wealth Strategy
ABWCX AllianceBernstein Portfolios: AllianceBernstein C 00000X000
Balanced Wealth Strategy
AGRFX AllianceBernstein Portfolios: AllianceBernstein A 00000X000
Growth Fund
AGBBX AllianceBernstein Portfolios: AllianceBernstein B 00000X000
Growth Fund
AGRCX AllianceBernstein Portfolios: AllianceBernstein C 00000X000
Growth Fund
AGIAX AllianceBernstein Portfolios: AllianceBernstein A 00000X000
Tax-Managed Balanced Wealth Strategy
AGIBX AllianceBernstein Portfolios: AllianceBernstein B 00000X000
Tax-Managed Balanced Wealth Strategy
AGICX AllianceBernstein Portfolios: AllianceBernstein C 00000X000
Tax-Managed Balanced Wealth Strategy
ATWAX AllianceBernstein Portfolios: AllianceBernstein A 00000X000
Tax-Managed Wealth Appreciation Strategy
ATWBX AllianceBernstein Portfolios: AllianceBernstein B 00000X000
Tax-Managed Wealth Appreciation Strategy
ATWCX AllianceBernstein Portfolios: AllianceBernstein C 00000X000
Tax-Managed Wealth Appreciation Strategy
ACIAX AllianceBernstein Portfolios: AllianceBernstein A 00000X000
Tax-Managed Wealth Preservation Strategy
ACIBX AllianceBernstein Portfolios: AllianceBernstein B 00000X000
Tax-Managed Wealth Preservation Strategy
ACICX AllianceBernstein Portfolios: AllianceBernstein C 00000X000
Tax-Managed Wealth Preservation Strategy
AWAAX AllianceBernstein Portfolios: AllianceBernstein A 00000X000
Wealth Appreciation Strategy
AWABX AllianceBernstein Portfolios: AllianceBernstein B 00000X000
Wealth Appreciation Strategy
AWACX AllianceBernstein Portfolios: AllianceBernstein C 00000X000
Wealth Appreciation Strategy
ABPAX AllianceBernstein Portfolios: AllianceBernstein A 00000X000
Wealth Preservation Strategy
ABPBX AllianceBernstein Portfolios: AllianceBernstein B 00000X000
Wealth Preservation Strategy
ABPCX AllianceBernstein Portfolios: AllianceBernstein C 00000X000
Wealth Preservation Strategy
ABAGX AllianceBernstein Trust: AllianceBernstein Global A 018912105
Value Fund
ABBGX AllianceBernstein Trust: AllianceBernstein Global B 018912204
Value Fund
ABCGX AllianceBernstein Trust: AllianceBernstein Global C 018912303
Value Fund
ABIAX AllianceBernstein Trust: AllianceBernstein A 018913103
International Value Fund
ABIBX AllianceBernstein Trust: AllianceBernstein B 018913202
International Value Fund
ABICX AllianceBernstein Trust: AllianceBernstein C 018913301
International Value Fund
ABASX AllianceBernstein Trust: AllianceBernstein A 018914101
Small/Mid Cap Value Fund
ABBSX AllianceBernstein Trust: AllianceBernstein B 018914200
Small/Mid Cap Value Fund
ABCSX AllianceBernstein Trust: AllianceBernstein C 018914309
Small/Mid Cap Value Fund
ABVAX AllianceBernstein Trust: AllianceBernstein Value A 018915108
Fund
ABVBX AllianceBernstein Trust: AllianceBernstein Value B 018915207
Fund
ABVCX AllianceBernstein Trust: AllianceBernstein Value C 018915306
Fund
AUIAX AllianceBernstein Utility Income Fund, Inc A 018791103
AUIBX AllianceBernstein Utility Income Fund, Inc B 018791202
AUICX AllianceBernstein Utility Income Fund, Inc C 018791301
SCHEDULE B
----------
o Terms of the Prospectus/SAI will apply
SCHEDULE C
----------
o Terms of the Prospectus/SAI will apply
APPENDIX 1
----------
Fulfillment and Additional Materials Instructions:
Send Fulfillment Materials to:
Broadridge Financial Solutions, Inc.
Attn: Prospectus
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Send Additional Materials to:
Broadridge Financial Solutions, Inc.
Attn: Mutual Funds
00 Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
All boxes containing the Fulfillment and Additional Materials shall be
conspicuously marked with the CUSIP number(s) that correspond(s) to the
materials contained therein.
Upon the effectiveness of any post-effective amendment, you shall provide to
Broadridge an electronic file containing the final form of prospectus and SAI
for Broadridge's use during the time between the date of effectiveness of any
post-effective amendment and Broadridge's receipt of your final printed
prospectus and SAI. Electronic files for this purpose shall be delivered via
Email to: XxxxxxXxxxXxxxxxxxxxxx@xxxxxxxxxx.xxx.
All communications shall be sent to:
Xxxx X. Xxxxxxxx, Managing Director - Mutual Funds
Xxxxxxx Xxxxx, Pierce, Xxxxxx & Xxxxx Incorporated
0000 Xxxxxxx Xxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
with a copy of communications to:
Xxxxxxx Xxxxx, President
Financial Data Services, Inc.
0000 Xxxx Xxxx Xxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Phone: 000.000.0000
Fax: 000.000.0000
