[Name of Fund]
TRANSFER AGENCY AGREEMENT
AGREEMENT, dated as of July 10, 2002, between [Name of
Fund], a Maryland corporation and an open-end investment company
registered with the Securities and Exchange Commission (the
"SEC") under the Investment Company Act of 1940 (the "Investment
Company Act"), having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Fund"),
and ALLIANCE GLOBAL INVESTOR SERVICES, INC., a Delaware
corporation registered with the SEC as a transfer agent under the
Securities Exchange Act of 1934, having its principal place of
business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("AGIS"),
provides as follows:
WHEREAS, AGIS has agreed to act as transfer agent to the
Fund for the purpose of recording the transfer, issuance and
redemption of shares of each Fund ("Shares" or "Shares of a
Series"), transferring the Shares, disbursing dividends and other
distributions to shareholders of the Fund, and performing such
other services as may be agreed to pursuant hereto;
NOW THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, the parties do hereby
agree as follows:
SECTION 1. The Fund hereby appoints AGIS as its transfer
agent, dividend disbursing agent and shareholder servicing agent
for the Shares, and AGIS agrees to act in such capacities upon
the terms set forth in this Agreement. Capitalized terms used in
this Agreement and not otherwise defined shall have the meanings
assigned to them in SECTION 30.
SECTION 2.
(a) The Fund shall provide AGIS with copies of the
following documents:
(1) Specimens of all forms of certificates for Shares;
(2) Specimens of all account application forms and other
documents relating to Shareholders' accounts;
(3) Copies of each Prospectus;
(4) Specimens of all documents relating to withdrawal
plans instituted by the Fund, as described in SECTION 16; and
(5) Specimens of all amendments to any of the foregoing
documents.
(b) The Fund shall furnish to AGIS a supply of blank
Share Certificates for the Shares and, from time to time, will
renew such supply upon AGIS' request. Blank Share Certificates
shall be signed manually or by facsimile signatures of officers
of the Fund authorized to sign by law or pursuant to the bylaws
of the Fund and, if required by AGIS, shall bear the Fund's seal
or a facsimile thereof.
SECTION 3. AGIS shall make original issues of Shares in
accordance with SECTIONS 13 and 14 and the Prospectus upon
receipt of (i) Written Instructions requesting the issuance, (ii)
a certified copy of a resolution of the Fund's Directors
authorizing the issuance, (iii) necessary funds for the payment
of any original issue tax applicable to such Shares, and (iv) an
opinion of the Fund's counsel as to the legality and validity of
the issuance, which opinion may provide that it is contingent
upon the filing by the Fund of an appropriate notice with the
SEC, as required by Rule 24f-2 of the Investment Company Act, as
amended from time to time.
SECTION 4. Transfers of Shares shall be registered and,
subject to the provisions of SECTION 10 in the case of Shares
evidenced by Share Certificates, new Share Certificates shall be
issued by AGIS upon surrender of outstanding Share Certificates
in the form deemed by AGIS to be properly endorsed for transfer,
which form shall include (i) all necessary endorsers' signatures
guaranteed by a member firm of a national securities exchange or
a domestic commercial bank or through other procedures mutually
agreed to between the Fund and AGIS, (ii) such assurances as AGIS
may deem necessary to evidence the genuineness and effectiveness
of each endorsement and (iii) satisfactory evidence of compliance
with all applicable laws relating to the payment or collection of
taxes.
SECTION 5. AGIS shall forward Share Certificates in
"non-negotiable" form by first-class or registered mail, or by
whatever means AGIS deems equally reliable and expeditious. While
in transit to the addressee, all deliveries of Share Certificates
shall be insured by AGIS as it deems appropriate. AGIS shall not
mail Share Certificates in "negotiable" form, unless requested in
writing by the Fund and fully indemnified by the Fund to AGIS'
satisfaction.
SECTION 6. In registering transfers of Shares, AGIS may
rely upon the Uniform Commercial Code as in effect from time to
time in the state in which the Fund is incorporated or, if
appropriate, in the State of New Jersey; provided, that AGIS may
rely in addition or alternatively on any other statutes in effect
in the State of New Jersey or in the state under the laws of
which the Fund is incorporated or organized that, in the opinion
of AGIS' counsel, protect AGIS and the Fund from liability
arising from (i) not requiring complete documentation in
connection with an issuance or transfer, (ii) registering a
transfer without an adverse claim inquiry, (iii) delaying
registration for purposes of an adverse claim inquiry or (iv)
refusing registration in connection with an adverse claim.
SECTION 7. AGIS may issue new Share Certificates in
place of those lost, destroyed or stolen, upon receiving
indemnity satisfactory to AGIS; and may issue new Share
Certificates in exchange for, and upon surrender of, mutilated
Share Certificates as AGIS deems appropriate.
SECTION 8. Unless otherwise directed by the Fund, AGIS
may issue or register Share Certificates reflecting the
signature, or facsimile thereof, of an officer who has died,
resigned or been removed by the Fund. The Fund shall file
promptly with AGIS' approval, adoption or ratification of such
action as may be required by law or by AGIS.
SECTION 9. AGIS shall maintain customary share registry
records for Shares of each Series noting the issuance, transfer
or redemption of Shares and the issuance and transfer of Share
Certificates. AGIS may also maintain for Shares of each Series an
account entitled "Unissued Certificate Account," in which AGIS
will record the Shares, and fractions thereof, issued and
outstanding from time to time for which issuance of Share
Certificates has not been requested. AGIS is authorized to keep
records for Shares of each Series containing the names and
addresses of record of Shareholders, and the number of Shares,
and fractions thereof, from time to time owned by them for which
no Share Certificates are outstanding. Each Shareholder will be
assigned a single account number for Shares of each Series, even
though Shares for which Certificates have been issued will be
accounted for separately.
SECTION 10. AGIS shall issue Share Certificates for
Shares only upon receipt of a written request from a Shareholder
and as authorized by the Fund. If Shares are purchased or
transferred without a request for the issuance of a Share
Certificate, AGIS shall merely note on its share registry records
the issuance or transfer of the Shares and fractions thereof and
credit or debit, as appropriate, the Unissued Certificate Account
and the respective Shareholders' accounts with the Shares.
Whenever Shares, and fractions thereof, owned by Shareholders are
surrendered for redemption, AGIS may process the transactions by
making appropriate entries in the stock transfer records, and
debiting the Unissued Certificate Account and the record of
issued Shares outstanding; it shall be unnecessary for AGIS to
reissue Share Certificates in the name of a Fund.
SECTION 11. AGIS shall also perform the usual duties and
functions required of a stock transfer agent for a corporation,
including but not limited to (i) issuing Share Certificates as
treasury Shares, as directed by Written Instructions, and (ii)
transferring Share Certificates from one Shareholder to another
in the usual manner. AGIS may rely conclusively and act without
further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper
reasonably believed by it in good faith to be genuine and
unaltered, and to have been signed, countersigned or executed or
authorized by a duly-authorized person or persons, or by the
Fund, or upon the advice of counsel for the Fund or for AGIS.
AGIS may record any transfer of Share Certificates which it
reasonably believes in good faith to have been duly authorized,
or may refuse to record any transfer of Share Certificates if, in
good faith, it reasonably deems such refusal necessary in order
to avoid any liability on the part of either the Fund or AGIS.
SECTION 12. AGIS shall notify the Fund of any request or
demand for the inspection of the Fund's share records. AGIS shall
abide by the Fund's instructions for granting or denying the
inspection; provided, however, AGIS may grant the inspection
without such instructions if it is advised by its counsel that
failure to do so will result in liability to AGIS.
SECTION 13. AGIS shall observe the following procedures
in handling funds received:
(a) Upon receipt at the office designated by the Fund of
any check or other order drawn or endorsed to the Fund or
otherwise identified as being for the account of the Fund, and,
in the case of a new account, accompanied by a new account
application or sufficient information to establish an account as
provided in the Prospectus, AGIS shall stamp the transmittal
document accompanying such check or other order with the name of
the Fund and the time and date of receipt and shall forthwith
deposit the proceeds thereof in the custodial account of the
Fund.
(b) In the event that any check or other order for the
purchase of Shares is returned unpaid for any reason, AGIS shall,
in the absence of other instructions from the Fund, advise the
Fund of the returned check and prepare such documents and
information as may be necessary to cancel promptly any Shares
purchased on the basis of such returned check and any accumulated
income dividends and capital gains distributions paid on such
Shares.
(c) As soon as possible after 4:00 p.m., Eastern time or
at such other times as the Fund may specify in Written or Oral
Instructions for any Series (the "Valuation Time") on each
Business Day AGIS shall obtain from the Fund's Adviser a
quotation (on which it may conclusively rely) of the net asset
value, determined as of the Valuation Time on that day. On each
Business Day AGIS shall use the net asset value(s) determined by
the Fund's Adviser to compute the number of Shares and fractional
Shares to be purchased and the aggregate purchase proceeds to be
deposited with the Custodian. As necessary but no more frequently
than daily (unless a more frequent basis is agreed to by AGIS),
AGIS shall place a purchase order with the Custodian for the
proper number of Shares and fractional Shares to be purchased and
promptly thereafter shall send written confirmation of such
purchase to the Custodian and the Fund.
SECTION 14. Having made the calculations required by
SECTION 13, AGIS shall thereupon pay the Custodian the aggregate
net asset value of the Shares purchased. The aggregate number of
Shares and fractional Shares purchased shall then be issued daily
and credited by AGIS to the Unissued Certificate Account. AGIS
shall also credit each Shareholder's separate account with the
number of Shares purchased by such Shareholder. AGIS shall mail
written confirmation of the purchase to each Shareholder or the
Shareholder's representative and to the Fund if requested. Each
confirmation shall indicate the prior Share balance, the new
Share balance, the Shares for which Stock Certificates are
outstanding (if any), the amount invested and the price paid for
the newly-purchased Shares.
SECTION 15. Prior to the Valuation Time on each Business
Day, as specified in accordance with SECTION 13, AGIS shall
process all requests to redeem Shares and, with respect to each
Fund, shall advise the Custodian of (i) the total number of
Shares available for redemption and (ii) the number of Shares and
fractional Shares requested to be redeemed. Upon confirmation of
the net asset value by the Fund's Adviser, AGIS shall notify the
Fund and the Custodian of the redemption, apply the redemption
proceeds in accordance with SECTION 16 and the Prospectus, record
the redemption in the share registry books, and debit the
redeemed Shares from the Unissued Certificates Account and the
individual account of the Shareholder.
In lieu of carrying out the redemption procedures
described in the preceding paragraph, AGIS may, at the request of
the Fund, sell Shares to the Fund as repurchases from
Shareholders, provided that the sale price is not less than the
applicable redemption price. The redemption procedures shall then
be appropriately modified.
SECTION 16. AGIS will carry out the following procedures
with respect to Share redemptions:
(a) As to each request received by the Fund from or on
behalf of a Shareholder for the redemption of Shares, and unless
the right of redemption has been suspended as contemplated by the
Prospectus, AGIS shall, within seven days after receipt of such
redemption request, either (i) mail a check in the amount of the
proceeds of such redemption to the person designated by the
Shareholder or other person to receive such proceeds or, (ii) in
the event redemption proceeds are to be wired through the Federal
Reserve Wire System or by bank wire pursuant to procedures
described in the Prospectus, cause such proceeds to be wired in
Federal funds to the bank or trust company account designated by
the Shareholder to receive such proceeds. AGIS shall also prepare
and send a confirmation of such redemption to the Shareholder.
Redemptions in kind shall be made only in accordance with such
Written Instructions as AGIS may receive from the Fund. The
requirements as to instruments of transfer and other
documentation, the determination of the appropriate redemption
price and the time of payment shall be as provided in the
Prospectus, subject to such additional requirements consistent
therewith as may be established by mutual agreement between the
Fund and AGIS. In the case of a request for redemption that does
not comply in all respects with the requirements for redemption,
AGIS shall promptly so notify the Shareholder and shall effect
such redemption at the price in effect at the time of receipt of
documents complying with such requirements. AGIS shall notify the
Fund's Custodian and the Fund on each Business Day of the amount
of cash required to meet payments made pursuant to the provisions
of this paragraph and thereupon the Fund shall instruct the
Custodian to make available to AGIS in timely fashion sufficient
funds therefor.
(b) Procedures and standards for effecting and accepting
redemption orders from Shareholders by telephone or by such check
writing service as the Fund may institute may be established by
mutual agreement between AGIS and the Fund consistent with the
Prospectus.
(c) For purposes of redemption of Shares that have been
purchased by check within fifteen (15) days prior to receipt of
the redemption request, the Fund shall provide AGIS with Written
Instructions concerning the time within which such requests may
be honored.
(d) AGIS shall process withdrawal orders duly executed
by Shareholders in accordance with the terms of any withdrawal
plan instituted by the Fund and described in the Prospectus.
Payments upon such withdrawal orders and redemptions of Shares
held in withdrawal plan accounts in connection with such payments
shall be made at such times as the Fund may determine in
accordance with the Prospectus.
(e) The authority of AGIS to perform its
responsibilities under SECTIONS 15 and 16 with respect to the
Shares of any Series shall be suspended if AGIS receives notice
of the suspension of the determination of the net asset value of
the Series.
SECTION 17. Upon the declaration of each dividend and
each capital gains distribution by the Fund's Directors, the Fund
shall notify AGIS of the date of such declaration, the amount
payable per Share, the record date for determining the
Shareholders entitled to payment, the payment and the
reinvestment date price.
SECTION 18. Upon being advised by the Fund of the
declaration of any income dividend or capital gains distribution
on account of its Shares, AGIS shall compute and prepare for the
Fund records crediting such distributions to Shareholders. AGIS
shall, on or before the payment date of any dividend or
distribution, notify the Fund and the Custodian of the estimated
amount required to pay any portion of a dividend or distribution
which is payable in cash, and thereupon the Fund shall, on or
before the payment date of such dividend or distribution,
instruct the Custodian to make available to AGIS sufficient funds
for the payment of such cash amount. AGIS will, on the designated
payment date, reinvest all dividends in additional shares and
promptly mail to each Shareholder at his address of record a
statement showing the number of full and fractional Shares
(rounded to three decimal places) then owned by the Shareholder
and the net asset value of such Shares; provided, however, that
if a Shareholder elects to receive dividends in cash, AGIS shall
prepare a check in the appropriate amount and mail it to the
Shareholder at his address of record within five (5) business
days after the designated payment date, or transmit the
appropriate amount in Federal funds in accordance with the
Shareholder's agreement with the Fund.
SECTION 19. AGIS shall prepare and maintain for the Fund
records showing for each Shareholder's account the following:
A. The name, address and tax identification number of
the Shareholder;
B. The number of Shares of each Series held by the
Shareholder;
C. Historical information including dividends paid and
date and price for all transactions;
D. Any stop or restraining order placed against such
account;
E. Information with respect to the withholding of any
portion of income dividends or capital gains distributions as are
required to be withheld under applicable law;
F. Any dividend or distribution reinvestment election,
withdrawal plan application, and correspondence relating to the
current maintenance of the account;
G. The certificate numbers and denominations of any
Share Certificates issued to the Shareholder; and
H. Any additional information required by AGIS to
perform the services contemplated by this Agreement. AGIS agrees
to make available upon request by the Fund or the Fund's Adviser
and to preserve for the periods prescribed in Rule 31a-2 of the
Investment Company Act any records related to services provided
under this Agreement and required to be maintained by Rule 31a-1
of that Act, including:
(i) Copies of the daily transaction register for each
Business Day of the Fund;
(ii) Copies of all dividend, distribution and
reinvestment blotters;
(iii) Schedules of the quantities of Shares of each
Series distributed in each state for purposes of any state's laws
or regulations as specified in Oral or Written Instructions given
to AGIS from time to time by the Fund or its agents; and
(iv) Such other information, including Shareholder
lists, and statistical information as may be agreed upon from
time to time by the Fund and AGIS.
SECTION 20. AGIS shall maintain those records necessary
to enable the Fund to file, in a timely manner, form N-SAR
(Semi-Annual Report) or any successor report required by the
Investment Company Act or rules and regulations thereunder.
SECTION 21. AGIS shall cooperate with the Fund's
independent public accountants and shall take reasonable action
to make all necessary information available to such accountants
for the performance of their duties.
SECTION 22. In addition to the services described above,
AGIS will perform other services for the Fund as may be mutually
agreed upon in writing from time to time, which may include
preparing and filing Federal tax forms with the Internal Revenue
Service, and, subject to supervisory oversight by the Fund's
Adviser, mailing Federal tax information to Shareholders, mailing
semi-annual Shareholder reports, preparing the annual list of
Shareholders, mailing notices of Shareholders' meetings, proxies
and proxy statements and tabulating proxies. AGIS shall answer
the inquiries of certain Shareholders related to their share
accounts and other correspondence requiring an answer from the
Fund. AGIS shall maintain dated copies of written communications
from Shareholders, and replies thereto.
SECTION 23. Nothing contained in this Agreement is
intended to or shall require AGIS, in any capacity hereunder, to
perform any functions or duties on any day other than a Business
Day. Functions or duties normally scheduled to be performed on
any day which is not a Business Day shall be performed on, and as
of, the next Business Day, unless otherwise required by law.
SECTION 24. For the services rendered by AGIS as
described above, the Fund shall pay to AGIS fees based upon a fee
schedule to be mutually agreed upon from time to time. Such fee
shall be prorated for the months in which this Agreement becomes
effective or is terminated. In addition, the Fund shall pay, or
AGIS shall be reimbursed for, all out-of-pocket expenses incurred
in the performance of this Agreement, including but not limited
to the cost of stationery, forms, supplies, blank checks, stock
certificates, proxies and proxy solicitation and tabulation
costs, all forms and statements used by AGIS in communicating
with Shareholders of the Fund or especially prepared for use in
connection with its services hereunder, specific software
enhancements as requested by the Fund, costs associated with
maintaining withholding accounts (including non-resident alien,
Federal government and state), postage, telephone, telegraph (or
similar electronic media) used in communicating with Shareholders
or their representatives, outside mailing services,
microfiche/microfilm, freight charges and off-site record
storage. It is agreed in this regard that AGIS, prior to ordering
any form in such supply as it estimates will be adequate for more
than two years' use, shall obtain the written consent of the
Fund. All forms for which AGIS has received reimbursement from
the Fund shall be the property of the Fund.
SECTION 25. AGIS shall not be liable for any taxes,
assessments or governmental charges that may be levied or
assessed on any basis whatsoever in connection with the Fund or
any Shareholder, excluding taxes assessed against AGIS for
compensation received by it hereunder.
SECTION 26.
(a) AGIS shall at all times act in good faith and with
reasonable care in performing the services to be provided by it
under this Agreement, but shall not be liable for any loss or
damage unless such loss or damage is caused by the negligence,
bad faith or willful misconduct of AGIS or its employees or
agents.
(b) The Fund shall indemnify and hold AGIS harmless from
all loss, cost, damage and expense, including reasonable expenses
for counsel, incurred by it resulting from any claim, demand,
action or suit in connection with the performance of its duties
hereunder, or as a result of acting upon any instruction
reasonably believed by it to have been properly given by a duly
authorized officer of the Fund, or upon any information, data,
records or documents provided to AGIS or its agents by computer
tape, telex, CRT data entry or other similar means authorized by
the Fund; provided that this indemnification shall not apply to
actions or omissions of AGIS in cases of its own bad faith,
willful misconduct or negligence, and provided further that if in
any case the Fund may be asked to indemnify or hold AGIS harmless
pursuant to this Section, the Fund shall have been fully and
promptly advised by AGIS of all material facts concerning the
situation in question. The Fund shall have the option to defend
AGIS against any claim which may be the subject of this
indemnification, and in the event that the Fund so elects it will
so notify AGIS, and thereupon the Fund shall retain competent
counsel to undertake defense of the claim, and AGIS shall in such
situations incur no further legal or other expenses for which it
may seek indemnification under this paragraph. AGIS shall in no
case confess any claim or make any compromise in any case in
which the Fund may be asked to indemnify AGIS except with the
Fund's prior written consent.
Without limiting the foregoing:
(i) AGIS may rely upon the advice of the Fund or counsel
to the Fund or AGIS, and upon statements of accountants, brokers
and other persons believed by AGIS in good faith to be expert in
the matters upon which they are consulted. AGIS shall not be
liable for any action taken in good faith reliance upon such
advice or statements;
(ii) AGIS shall not be liable for any action reasonably
taken in good faith reliance upon any Written Instructions or
certified copy of any resolution of the Fund's Directors,
including a Written Instruction authorizing AGIS to make payment
upon redemption of Shares without a signature guarantee;
provided, however, that upon receipt of a Written Instruction
countermanding a prior Instruction that has not been fully
executed by AGIS, AGIS shall verify the content of the second
Instruction and honor it, to the extent possible. AGIS may rely
upon the genuineness of any such document, or copy thereof,
reasonably believed by AGIS in good faith to have been validly
executed;
(iii) AGIS may rely, and shall be protected by the Fund
in acting, upon any signature, instruction, request, letter of
transmittal, certificate, opinion of counsel, statement,
instrument, report, notice, consent, order, or other paper or
document reasonably believed by it in good faith to be genuine
and to have been signed or presented by the purchaser, the Fund
or other proper party or parties; and
(d) AGIS may, with the consent of the Fund, subcontract
the performance of any portion of any service to be provided
hereunder, including with respect to any Shareholder or group of
Shareholders, to any agent of AGIS and may reimburse the agent
for the services it performs at such rates as AGIS may determine;
provided that no such reimbursement will increase the amount
payable by the Fund pursuant to this Agreement; and provided
further, that AGIS shall remain ultimately responsible as
transfer agent to the Fund.
SECTION 27. The Fund shall deliver or cause to be
delivered over to AGIS (i) an accurate list of Shareholders,
showing each Shareholder's address of record, number of Shares of
each Series owned and whether such Shares are represented by
outstanding Share Certificates or by non-certificated Share
accounts and (ii) all Shareholder records, files, and other
materials necessary or appropriate for proper performance of the
functions assumed by AGIS under this Agreement (collectively
referred to as the "Materials"). The Fund shall indemnify AGIS
and hold it harmless from any and all expenses, damages, claims,
suits, liabilities, actions, demands and losses arising out of or
in connection with any error, omission, inaccuracy or other
deficiency of such Materials, or out of the failure of the Fund
to provide any portion of the Materials or to provide any
information in the Fund's possession needed by AGIS to
knowledgeably perform its functions; provided the Fund shall have
no obligation to indemnify AGIS or hold it harmless with respect
to any expenses, damages, claims, suits, liabilities, actions,
demands or losses caused directly or indirectly by acts or
omissions of AGIS or the Fund's Adviser.
SECTION 28. This Agreement may be amended from time to
time by a written supplemental agreement executed by the Fund and
AGIS and without notice to or approval of the Shareholders;
provided this Agreement may not be amended in any manner which
would substantially increase the Fund's obligations hereunder
unless the amendment is first approved by the Fund's Directors,
including a majority of the Directors who are not a party to this
Agreement or interested persons of any such party, at a meeting
called for such purpose, and thereafter is approved by the Fund's
Shareholders if such approval is required under the Investment
Company Act or the rules and regulations thereunder. The parties
hereto may adopt procedures as may be appropriate or practical
under the circumstances, and AGIS may conclusively rely on the
determination of the Fund that any procedure that has been
approved by the Fund does not conflict with or violate any
requirement of its Articles of Incorporation or Declaration of
Trust, Bylaws or Prospectus, or any rule, regulation or
requirement of any regulatory body.
SECTION 29. The Fund shall file with AGIS a certified
copy of each operative resolution of its Directors authorizing
the execution of Written Instructions or the transmittal of Oral
Instructions and setting forth authentic signatures of all
signatories authorized to sign on behalf of the Fund and
specifying the person or persons authorized to give Oral
Instructions on behalf of the Fund. Such resolution shall
constitute conclusive evidence of the authority of the person or
persons designated therein to act and shall be considered in full
force and effect, with AGIS fully protected in acting in reliance
thereon, until AGIS receives a certified copy of a replacement
resolution adding or deleting a person or persons authorized to
give Written or Oral Instructions. If the officer certifying the
resolution is authorized to give Oral Instructions, the
certification shall also be signed by a second officer of the
Fund.
SECTION 30. The terms, as defined in this Section,
whenever used in this Agreement or in any amendment or supplement
hereto, shall have the meanings specified below, insofar as the
context will allow.
(a) Business Day: Any day on which the Fund is open for
business as described in the Prospectus.
(b) Custodian: The term Custodian shall mean the Fund's
current custodian or any successor custodian acting as such for
the Fund.
(c) Fund's Adviser: The term Fund's Adviser shall mean
Alliance Capital Management L.P. or any successor thereto who
acts as the investment adviser or manager of the Fund.
(d) Oral Instructions: The term Oral Instructions shall
mean an authorization, instruction, approval, item or set of
data, or information of any kind transmitted to AGIS in person or
by telephone, vocal telegram or other electronic means, by a
person or persons reasonably believed in good faith by AGIS to be
a person or persons authorized by a resolution of the Directors
of the Fund to give Oral Instructions on behalf of the Fund. Each
Oral Instruction shall specify whether it is applicable to the
entire Fund or a specific Series of the Fund.
(e) Prospectus: The term Prospectus shall mean a
prospectus and related statement of additional information
forming part of a currently effective registration statement
under the Investment Company Act and, as used with the respect to
Shares or Shares of a Series, shall mean the prospectuses and
related statements of additional information covering the Shares
or Shares of the Series.
(f) Securities: The term Securities shall mean bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and
other securities and investments from time to time owned by the
Fund.
(g) Series: The term Series shall mean any series of
Shares of beneficial interest of the Fund that the Fund may
establish from time to time.
(h) Share Certificates: The term Share Certificates
shall mean the certificates for the Shares.
(i) Shareholders: The term Shareholders shall mean the
registered owners from time to time of the Shares, as reflected
on the share registry records of the Fund.
(j) Written Instructions: The term Written Instructions
shall mean an authorization, instruction, approval, item or set
of data, or information of any kind transmitted to AGIS in
original writing containing original signatures, or a copy of
such document transmitted by telecopy, including transmission of
such signature, or other mechanical or documentary means, at the
request of a person or persons reasonably believed in good faith
by AGIS to be a person or persons authorized by a resolution of
the Directors of the Fund to give Written Instruction shall
specify whether it is applicable to the entire Fund or a specific
Series of the Fund.
SECTION 31. AGIS shall not be liable for the loss of all
or part of any record maintained or preserved by it pursuant to
this Agreement or for any delays or errors occurring by reason of
circumstances beyond its control, including but not limited to
acts of civil or military authorities, national emergencies,
fire, flood or catastrophe, acts of God, insurrection, war, riot,
or failure of transportation, communication or power supply,
except to the extent that AGIS shall have failed to use its best
efforts to minimize the likelihood of occurrence of such
circumstances or to mitigate any loss or damage to the Fund
caused by such circumstances.
SECTION 32. The Fund may give AGIS sixty (60) days and
AGIS may give the Fund (90) days written notice of the
termination of this Agreement, such termination to take effect at
the time specified in the notice. Upon notice of termination, the
Fund shall use its best efforts to obtain a successor transfer
agent. If a successor transfer agent is not appointed within
ninety (90) days after the date of the notice of termination, the
Directors of the Fund shall, by resolution, designate the Fund as
its own transfer agent. Upon receipt of written notice from the
Fund of the appointment of the successor transfer agent and upon
receipt of Oral or Written Instructions AGIS shall, upon request
of the Fund and the successor transfer agent and upon payment of
AGIS reasonable charges and disbursements, promptly transfer to
the successor transfer agent the original or copies of all books
and records maintained by AGIS hereunder and cooperate with, and
provide reasonable assistance to, the successor transfer agent in
the establishment of the books and records necessary to carry out
its responsibilities hereunder.
SECTION 33. Any notice or other communication required
by or permitted to be given in connection with this Agreement
shall be in writing, and shall be delivered in person or sent by
first-class mail, postage prepaid, to the respective parties.
Notice to the Fund shall be given as follows until further
notice:
[Name of Fund]
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
Notice to AGIS shall be given as follows until further notice:
Alliance Global Investor Services, Inc.
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SECTION 34. The Fund represents and warrants to AGIS
that the execution and delivery of this Agreement by the
undersigned officer of the Fund has been duly and validly
authorized by resolution of the Fund's Directors. AGIS represents
and warrants to the Fund that the execution and delivery of this
Agreement by the undersigned officer of AGIS has also been duly
and validly authorized.
SECTION 35. This Agreement may be executed in more than
one counterpart, each of which shall be deemed to be an original,
and shall become effective on the last date of signature below
unless otherwise agreed by the parties. Unless sooner terminated
pursuant to SECTION 32, this Agreement will continue in effect so
long as its continuance is specifically approved at least
annually by the Directors or by a vote of the stockholders of the
Fund and in either case by a majority of the Directors who are
not parties to this Agreement or interested persons of any such
party, at a meeting called for the purpose of voting on this
Agreement.
SECTION 36. This Agreement shall extend to and
shall bind the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of AGIS or by
AGIS without the written consent of the Fund, authorized or
approved by a resolution of the Fund's Directors. Notwithstanding
the foregoing, either party may assign this Agreement without the
consent of the other party so long as the assignee is an
affiliate, parent or subsidiary of the assigning party and is
qualified to act under the Investment Company Act, as amended
from time to time.
SECTION 37. This Agreement shall be governed by the laws
of the State of New Jersey.
SECTION 38. A copy of the Agreement and Articles of
Incorporation of the Fund is on file with the Secretary of State
of Maryland, and notice is hereby given that this instrument is
executed on behalf of the Directors of the Fund as Directors and
not individually and that the obligations of this instrument are
not binding upon any of the Directors or shareholders
individually but are binding only upon the assets and property of
the Fund.
WITNESS the following signatures:
[Name of Fund]
BY:
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TITLE: President
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
BY:
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TITLE: President
00250.0437 #335063