ADVISORY AGREEMENT
ALLIANCEBERNSTEIN GLOBAL STRATEGIC INCOME TRUST, INC.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 2, 1996,
as amended September 7, 2004
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We, the undersigned AllianceBernstein Global Strategic
Income Trust, Inc. herewith confirm our agreement with you as
follows:
1. We are an open-end, non-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 Directors are authorized to
reclassify and issue any unissued shares to any number of
additional classes or series (portfolios) each having its own
investment objective, policies and restrictions, all as more
fully described in the prospectus and the statement of additional
information constituting parts of the Registration Statement
filed on our behalf under the Securities Act of 1933, as amended,
and the Act. We propose to engage in the business of investing
and reinvesting the assets of each of our portfolios in
securities ("the portfolio assets") of the type and in accordance
with the limitations specified in our Charter, By-Laws,
Registration Statement on Form N-1A filed with the Securities and
Exchange Commission under the Securities Act of 1933 and the Act
("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 Board of Directors. 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
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 Board of Directors 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
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 Board of
Directors as well as the limitations imposed by our Charter and
in our Registration Statement, the limitations in the Act and of
the Internal Revenue Code of 1986, as amended, in respect of
regulated investment companies and the investment objective,
policies and 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 Board
of Directors 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 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 other
reports to shareholders and fees related to registration with the
Securities and Exchange Commission and with state regulatory
authorities).
3. It is further agreed that you shall be responsible for
the portion of the net expenses of each of our portfolios (except
interest, taxes, brokerage, fees paid in accordance with an
effective plan pursuant to Rule 12b-1 under the Act, expenditures
which are capitalized in accordance with generally accepted
accounting principles and extraordinary expenses, all to the
extent permitted by applicable state law and regulation) incurred
by us during each of our fiscal years or portion thereof that
this agreement is in effect between us which, as to a portfolio,
in any such year exceeds the limits applicable to such portfolio
under the laws or regulations of any state in which our shares
are qualified for sale (reduced pro rata for any portion of less
than a year). We hereby confirm that, subject to the foregoing,
we shall be responsible and hereby assume the obligation for
payment of all our other expenses, including: (a) payment of the
fee payable to you under paragraph 5 hereof; (b) custody,
transfer and dividend disbursing, and administration expenses;
(c) fees of directors 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 shareholder reports; (h) cost of
maintenance of our corporate existence; (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 Securities and Exchange Commission and with state
regulatory authorities; and (l) such promotional expenses as may
be contemplated by an effective plan pursuant to Rule 12b-1 under
the Act provided, however, that our payment of such promotional
expenses shall be in the amounts, and in accordance with the
procedures, set forth in such plan.
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 at an annualized rate of .50 of 1.00% of the first
$2.5 billion, .45 of 1.00% of the excess over $2.5 billion up to
$5 billion and .40 of 1.00% of the excess over $5 billion of our
average daily net assets. Such fee shall be payable in arrears on
the last day of each calendar month for services performed
hereunder during such month. If our initial Registration
Statement is declared effective by the Securities and Exchange
Commission after the beginning of a month or this agreement
terminates prior to the end of a month, such fee shall be
prorated according to the proportion which such portion of the
month bears to the full month.
6. This agreement shall become effective on the date hereof
and shall remain in effect until December 31, 1997 and may be
continued for successive twelve-month periods (computed from each
January 1 thereafter) with respect to each portfolio provided
that such continuance is specifically approved at least annually
by the Board of Directors or by the vote of a majority of the
outstanding voting securities of such portfolio (as defined in
the Act), and, in either case, by a majority of the Board of
Directors who are not parties to this agreement or interested
persons, as defined in the Act, of any party to this agreement
(other than as Directors of our corporation), provided further,
however, that if the continuation of this agreement is not
approved as to a portfolio, you may continue to render to such
portfolio 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 agreement, it shall
supersede all previous agreements between us covering the subject
matter hereof. This agreement may be terminated with respect to
any portfolio at any time, without the payment of any penalty, by
vote of a majority of the outstanding voting securities (as so
defined) of such portfolio, or by a vote of the Board of
Directors on 60 days' written notice to you, or by you with
respect to any portfolio on 60 days' written notice to us.
7. This agreement may not be transferred, assigned, sold or
in any manner hypothecated or pledged by you and this agreement
shall terminate automatically in the event of any such transfer,
assignment, sale, hypothecation or pledge by you. The terms
"transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and any
interpretation thereof contained in rules or regulations
promulgated by the Securities and Exchange Commission thereunder.
8. (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
Corporation, your general partner, who may also be a Director,
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.
9. 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," "Xxxxxxxxx" or "AllianceBernstein." 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 terms "Alliance," "Xxxxxxxxx" or
"AllianceBernstein" 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.
10. 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.
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 GLOBAL STRATEGIC
INCOME TRUST, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Secretary
Agreed to and accepted as of
January 2, 1996, as amended September 7, 2004
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Xxxx X. Xxxxx
00250.0223 #455775v2
