Exhibit 99(e)(4)
FORM OF DISTRIBUTION SERVICES AND EDUCATIONAL SUPPORT AGREEMENT
The undersigned distributor (the "Distributor") agrees to provide Services
(defined below) to AllianceBernstein Investments, Inc. ("ABI") relating to the
AllianceBernstein Funds (defined in Attachment A below). "Services" means
distribution services and educational support, such as seminars and otherwise
providing ABI access to the Distributor's representatives through the
Distributor's global fund portal, which is intended to satisfy ABI's goal of
making the Distributor's representatives who interact with current and
prospective AllianceBernstein Fund shareholders more knowledgeable about the
AllianceBernstein Funds so that these representatives can provide suitable
information and advice about AllianceBernstein Funds and related investor
services. "AllianceBernstein Funds" means the mutual funds identified on
Attachment A of this agreement. ABI may revise Attachment A at any time to add
or remove mutual funds.
As consideration for the Services, ABI agrees to pay, or to cause one or more of
its affiliates to pay, a fee (the "Fee") to the Distributor in the amount and on
the terms specified in Attachment B of this agreement. The Fee will be paid from
the assets of ABI or its affiliates and not from the assets of the
AllianceBernstein Funds. The Distributor acknowledges that the AllianceBernstein
Funds do not consider brokers' sales of the AllianceBernstein Funds when
selecting brokers to effect portfolio transactions.
Each of ABI and the Distributor represent and warrant to the other that its
performance under this agreement does not violate any law or legal requirement,
including the rules of any self-regulatory organization, applicable to it. The
Distributor represents and warrants to ABI that it has made such disclosure of
this agreement and its subject matter as is required by any law or legal
requirement, including the rules of any self-regulatory organization, applicable
to it. The Distributor acknowledges that, from time to time hereafter, ABI will
require a certification that such disclosure has been made and Distributor
agrees to provide promptly such certification.
Either the Distributor or ABI may terminate this agreement on 30 days' written
notice to the other party. In addition, this agreement will terminate
automatically when: (1) the Selected Dealer Agreement between ABI and the
Distributor (the "Selected Dealer Agreement") terminates; (2) ABI no longer
serves as the principal underwriter to any AllianceBernstein Funds; or (3)
AllianceBernstein L.P. no longer serves as investment adviser for any
AllianceBernstein Funds.
This agreement (including the referenced attachments) and the Selected Dealer
Agreement, which continues in full force and effect, constitutes the entire
agreement between ABI and the Distributor relating to the subject matter hereof
and supersedes any prior understandings, agreements, or representations by or
between ABI and the Distributor, written or oral, to the extent they relate in
any way to the subject matter hereof.
This agreement does not confer any rights or remedies upon any person other than
ABI and the Distributor. This agreement is governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.
Date:
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ABI The Distributor
AllianceBernstein Investments, Inc. Institutional Cash Distributors, LLC (ICD)
By: By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name:
Title: Director & Secretary ---------------------------
Title:
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Attachment A
AllianceBernstein Mutual Funds
AB Government Money Market Portfolio - Institutional Class
Attachment B
Fee
The Fee includes a fee based on assets under management, as described below.
A. Fee Based on Average Assets Under Management
ABI shall pay ICD a monthly fee at an annual rate of 0.06% (6 basis
points) on average monthly assets under management of the AB Government
Money Market Portfolio for the assets obtained through the ICD portal.
ABI will make payment within 30 days of the end of the applicable calendar
monthly.
ABI will be responsible for calculating the fee based on the internal
records of ABI and will send ICD a detailed calculation each month for
review.
ABI reserves the right to revise the rate, due to a change in market
conditions.