ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT



         THIS AGREEMENT is made as of ________, 2001 by and between PFPC INC., a

Massachusetts corporation ("PFPC"), and the AB FUNDS TRUST a Delaware business

trust (the "Trust").



                              W I T N E S S E T H :



         WHEREAS, the Trust is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended and the rules

promulgated thereunder (the "1940 Act"); and



         WHEREAS, the Trust wishes to retain PFPC to provide administration and

accounting services to its investment portfolios listed on Exhibit A attached

hereto and made a part hereof, as such Exhibit A may be amended from time to

time (each a "Fund"), and PFPC wishes to furnish such services.



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, and intending to be legally bound hereby the parties

hereto agree as follows:



1.       DEFINITIONS.  AS USED IN THIS AGREEMENT:



         (a)      "1933 Act" means the Securities Act of 1933, as amended and

                  the rules promulgated thereunder.



         (b)      "1934 Act" means the Securities Exchange Act of 1934, as

                  amended and the rules promulgated thereunder.



         (c)      "Authorized Person" means any officer of the Trust and any

                  other person duly authorized by the Trust's Board of Trustees

                  to give Oral Instructions and Written Instructions on behalf

                  of the Trust. An Authorized Person's scope of authority

{PAGE}   2

                  may be limited by setting forth such limitation in a written

                  document signed by both parties hereto.



         (d)      "CEA" means the Commodities Exchange Act, as amended and the

                  rules promulgated thereunder.



         (e)      "Oral Instructions" mean oral instructions received by PFPC

                  from an Authorized Person or from a person reasonably believed

                  by PFPC to be an Authorized Person. PFPC may, in its sole

                  discretion in each separate instance, consider and rely upon

                  instructions it receives from an Authorized Person via

                  electronic mail as Oral Instructions.



         (f)      "SEC" means the Securities and Exchange Commission.



         (g)      "Securities Laws" means the 1933 Act, the 1934 Act, the 1940

                  Act and the CEA.



         (h)      "Shares" mean the shares of beneficial interest of any series

                  of the Trust or class of a Fund.



         (i)      "Written Instructions" mean (i) written instructions signed by

                  an Authorized Person and received by PFPC or (ii) trade

                  instructions transmitted (and received by PFPC) by means of an

                  electronic transaction reporting system access to which

                  requires use of a password or other authorized identifier. The

                  instructions may be delivered by hand, mail, tested telegram,

                  cable, telex or facsimile sending device.



2.       APPOINTMENT. The Trust hereby appoints PFPC to provide administration

         and accounting services to each of the Funds, in accordance with the

         terms set forth in this Agreement. PFPC accepts such appointment and

         agrees to furnish such services.



3.       DELIVERY OF DOCUMENTS. The Trust has provided or, where applicable,

         will provide PFPC with the following:





                                                                               2

{PAGE}   3

         (a)      at PFPC's request, certified or authenticated copies of the

                  resolutions of the Trust's Board of Trustees, approving the

                  appointment of PFPC or its affiliates to provide services to

                  each Fund and approving this Agreement;



         (b)      a copy of the Trust's most recent effective registration

                  statement;



         (c)      a copy of each Fund's advisory and sub-advisory agreement or

                  agreements;



         (d)      a copy of the distribution/underwriting agreement concerning

                  each class of Shares representing an interest in a Fund;



         (e)      a copy of each additional administration agreement with

                  respect to a Fund;



         (f)      a copy of each distribution and/or shareholder servicing plan

                  and agreement concerning the Trust or a Fund;



         (g)      a copy of the Trust's custody agreement; and



         (h)      copies (certified or authenticated, where applicable) of any

                  and all amendments or supplements to the foregoing.



         The documents to be delivered by the Trust to PFPC are the same under

         both this Agreement and Transfer Agency Services Agreement between the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC