ADVISORY AGREEMENT
ALLIANCEBERNSTEIN TRUST
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 31, 2001
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein Trust (the "Trust"), on behalf of each of its
series listed on Schedule I hereto (each, a "Fund"), herewith confirms our
agreement with you as follows:
1. We are an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"). We
are currently authorized to issue separate classes of shares and our Trustees
are authorized to reclassify and issue any unissued shares to any number of
additional classes or series each having its own investment objective, policies
and restrictions, all as more fully described in the prospectuses and the
statement of additional information constituting parts of our Registration
Statement on Form N-1A filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and the Act (the
"Registration Statement"). We propose to engage in the business of investing and
reinvesting the assets of each Fund in securities (the "portfolio assets") of
the type and in accordance with the limitations specified in our Agreement and
Declaration of Trust ("Declaration of Trust"), Bylaws and Registration
Statement, and any representations made in our prospectus and statement of
additional information, all in such manner and to such extent as may from time
to time be authorized by our Trustees. We enclose copies of the documents listed
above and will from time to time furnish you with any amendments thereof.
2. (a) We hereby employ you to manage the investment and
reinvestment of the portfolio assets as above specified and, without limiting
the generality of the foregoing, to provide the management and other services
specified below.
(b) You will make decisions with respect to all purchases and
sales of the portfolio assets. To carry out such decisions, you are hereby
authorized, as our agent and attorney-in-fact, for our account and at our risk
and in our name, to place orders for the investment and reinvestment of the
portfolio assets. In all purchases, sales and other transactions in the
portfolio assets you are authorized to exercise full discretion and act for us
in the same manner and with the same force and effect as we might or could do
with respect to such purchases, sales or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
(c) You will report to our Trustees at each meeting thereof
all changes in the portfolio assets since the prior report, and will also keep
us in touch with important developments affecting the portfolio assets and on
your own
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initiative will furnish us from time to time with such information as you may
believe appropriate for this purpose, whether concerning the individual issuers
whose securities are included in the portfolio assets, the industries in which
they engage, or the conditions prevailing in the economy generally. You will
also furnish us with such statistical and analytical information with respect to
the portfolio assets as you may believe appropriate or as we reasonably may
request. In making such purchases and sales of the portfolio assets, you will
bear in mind the policies set from time to time by our Trustees as well as the
limitations imposed by our Declaration of Trust and in our Registration
Statement, in each case as amended from time to time, the limitations in the Act
and of the Internal Revenue Code of 1986, as amended, in respect of regulated
investment companies and the investment objectives, policies and practices,
including restrictions, applicable to each of our portfolios.
(d) It is understood that you will from time to time employ or
associate with yourselves such persons as you believe to be particularly fitted
to assist you in the execution of your duties hereunder, the cost of performance
of such duties to be borne and paid by you. No obligation may be incurred on our
behalf in any such respect. During the continuance of this Agreement and at our
request you will provide to us persons satisfactory to our Trustees to serve as
our officers. You or your affiliates will also provide persons, who may be our
officers, to render such clerical, accounting and other services to us as we may
from time to time request of you. Such personnel
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may be employees of you or your affiliates. We will pay to you or your
affiliates the cost of such personnel for rendering such services to us,
provided that all time devoted to the investment or reinvestment of the
portfolio assets shall be for your account. Nothing contained herein shall be
construed to restrict our right to hire our own employees or to contract for
services to be performed by third parties. Furthermore, you or your affiliates
shall furnish us without charge with such management supervision and assistance
and such office facilities as you may believe appropriate or as we may
reasonably request subject to the requirements of any regulatory authority to
which you may be subject. You or your affiliates shall also be responsible for
the payment of any expenses incurred in promoting the sale of our shares (other
than the portion of the promotional expenses to be borne by us in accordance
with an effective plan pursuant to Rule 12b-1 under the Act and the costs of
printing our prospectuses and reports to shareholders and fees related to
registration with the Commission and with state regulatory authorities).
3. We hereby confirm that we shall be responsible and hereby assume
the obligation for payment of all of our expenses, including: (a) payment to you
of the fee provided for in paragraph 5 below; (b) custody, transfer and dividend
disbursing expenses; (c) fees of our Trustees who are not your affiliated
persons; (d) legal and auditing expenses; (e) clerical, accounting and other
office costs; (f) the cost of personnel providing services to us, as provided in
subparagraph (d) of paragraph 2 above; (g) costs of printing our prospectuses
and
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shareholder reports; (h) cost of maintenance of our existence as a Massachusetts
business trust; (i) interest charges, taxes, brokerage fees and commissions; (j)
costs of stationery and supplies; (k) expenses and fees related to registration
and filing with the Commission and with state regulatory authorities; and (l)
such promotional, shareholder servicing and other expenses as may be
contemplated by one or more effective plans pursuant to Rule 12b-1 under the Act
or one or more duly approved and effective non-Rule 12b-1 shareholder servicing
plans, in each case provided, however, that our payment of such promotional,
shareholder servicing and other expenses shall be in the amounts, and in
accordance with the procedures, set forth in such plan or plans.
4. We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except for
lack of good faith, provided that nothing herein shall be deemed to protect, or
purport to protect, you against any liability to us or to our security holders
to which you would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a monthly fee
in respect of each Fund at the annualized rate of
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such Fund's average daily net assets as set forth on Schedule I hereto. Your
compensation for the period from the date hereof through the last day of the
month of the effective date hereof will be prorated based on the proportion that
such period bears to the full month. In the event of any termination of this
Agreement with respect to a Fund, your compensation will be calculated on the
basis of a period ending on the last day on which this Agreement is in effect
with respect to such Fund, subject to proration based on the number of days
elapsed in the current period as a percentage of the total number of days in
such period.
6. This Agreement shall become effective on the date hereof and
shall remain in effect until January 31, 2003 and continue in effect thereafter
with respect to a Fund only so long as its continuance with respect to that Fund
is specifically approved at least annually by our Trustees or by a vote of a
majority of the outstanding voting securities (as defined in the Act) of such
Fund, and, in either case, by a vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of our Trustees who are not
parties to this Agreement or interested persons, as defined in the Act, of any
party to this Agreement (other than as our Trustees), and provided further,
however, that if the continuation of this Agreement is not approved as to a
Fund, you may continue to render to such Fund the services described herein in
the manner and to the extent permitted by the Act and the rules and regulations
thereunder. Upon the effectiveness of this
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Agreement, it shall supersede all previous agreements between us covering the
subject matter hereof. This Agreement may be terminated with respect to any Fund
at any time, without the payment of any penalty, by vote of a majority of the
outstanding voting securities (as defined in the Act) of such Fund, or by a vote
of our Trustees on 60 days' written notice to you, or by you with respect to any
Fund on 60 days' written notice to us.
7. This Agreement shall not be amended as to any Fund unless such
amendment is approved by vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of our Trustees who are not
parties to this Agreement or interested persons, as defined in the Act, of any
party to this Agreement (other than as our Trustees), and, if required by law,
by vote of a majority of the outstanding voting securities (as defined in the
Act) of such Fund. Shareholders of a Fund not affected by any such amendment
shall have no right to participate in any such vote.
8. As to any particular Fund, this Agreement may not be assigned by
you and, as to such Fund, this Agreement shall terminate automatically in the
event of any assignment by you. The term "assignment" as used in this paragraph
shall have the meaning ascribed thereto by the Act and any regulations or
interpretations of the Commission thereunder.
9. (a) Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your employees, or any of the officers or directors of
Alliance Capital Management
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Corporation, your general partner, who may also be a Trustee, officer or
employee of ours, or persons otherwise affiliated with us (within the meaning of
the Act), to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.
(b) You will notify us of any change in the general partners
of your partnership within a reasonable time after such change.
10. If you cease to act as our investment adviser, or, in any event,
if you so request in writing, we agree to take all necessary action to change
our name to a name not including the terms "Alliance" or "Xxxxxxxxx." You may
from time to time make available without charge to us for our use such marks or
symbols owned by you, including marks or symbols containing the term "Alliance"
or "Xxxxxxxxx" or any variation thereof, as you may consider appropriate. Any
such marks or symbols so made available will remain your property and you shall
have the right, upon notice in writing, to require us to cease the use of such
xxxx or symbol at any time.
11. This Agreement shall be construed in accordance with the laws of
the State of New York, provided, however, that nothing herein shall be construed
as being inconsistent with the Act.
12. A copy of the Agreement and Declaration of Trust of the Trust is
on file with the Secretary of State of The
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Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees or shareholders individually but are binding only upon the
assets and property of each of the respective Funds.
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If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALLIANCEBERNSTEIN TRUST
By: /s/ Xxxxxx X. Xxxxxx, Xx.
________________________________
Xxxxxx X. Xxxxxx, Xx.
Secretary
Agreed to and accepted
as of the date first set forth above.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By: /s/ Xxxx X. Xxxxxx
___________________________
Xxxx X. Xxxxxx
President
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SCHEDULE I
Fund Fee
---- ---
AllianceBernstein Global Value Fund 1.00%
AllianceBernstein International Value Fund 1.00%
AllianceBernstein Small Cap Value Fund 1.00%
AllianceBernstein Value Fund 0.75%
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