ALLIANCE FUND DISTRIBUTORS, INC.
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_______________, 20__
Selected Agent Agreement
For Depository Institutions and their Subsidiaries
Ladies and Gentlemen:
As the principal underwriter of shares of certain
registered investment companies at present or hereafter managed
by 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) the
transactions are without recourse against you by the customer;
(e) except as we otherwise agree, each transaction is effected on
a fully disclosed basis; (f) as between you and the customer, the
customer will have full beneficial ownership of the shares; (g)
you shall provide no investment advice and exercise no investment
discretion regarding the purchase, sale, or redemption of the
shares; and (h) you shall make appropriate disclosure to your
customers that any 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 discount 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) Order shares from us only for the purpose of
covering purchase orders already received from
your customers or to be held for investment for
your own account;
(c) Not purchase any shares of any Fund from your
customers at prices lower than the redemption
or repurchase prices then quoted by the Fund.
You shall, however, be permitted to sell shares
of a Fund for the account of the record owners
thereof to the Fund at the repurchase prices
currently established for such shares and may
charge the owner a fair commission for handling
the transaction;
(d) Not withhold placing customers' orders for
shares so as to profit yourself as a result of
such withholding; 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. You shall
not use other advertising or sales material relating to any Fund,
unless approved in writing by us in advance of such use. 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, and that you shall
conform to such written suitability standards as we have provided
to you in the past or may from time to time provide to you in the
future.
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. You represent that you are either:
(a) 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
(b) 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.
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 Fund Services, Inc. directly
at [(▇▇▇) ▇▇▇-▇▇▇▇] 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 Services 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 and your placing of an order after 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 "Indemnities") 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
Indemnities 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.
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00250.0437 #335065