ADVISORY AGREEMENT
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March __, 2005
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The AllianceBernstein Pooling Portfolios (the "Trust"), on behalf of
each of its series listed on Schedule I hereto (each, a "Portfolio"), herewith
confirms our agreement with you (the "Agreement") 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 prospectus 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 Portfolio 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
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 reasonably request of you. Such personnel may be employees of
you or your affiliates. 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 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) custody, transfer
and dividend disbursing expenses; (b) fees of trustees who are not your
affiliated persons; (c) legal and auditing expenses; (d) clerical, accounting
and other office costs; (e) costs of printing our prospectuses and shareholder
reports; (f) cost of maintenance of our corporate existence; (g) interest
charges, taxes, brokerage fees and commissions; (h) costs of stationery and
supplies; and (i) expenses and fees related to registration and filing with the
Commission and with state regulatory authorities.
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
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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. You shall receive no compensation from us for your services hereunder.
We understand and agree, however, that you and your affiliates expect to receive
compensation from your other institutional clients, including other registered
investment companies, who become shareholders of the Trust. You acknowledge that
you and your affiliates will receive fees from such other institutional clients
in connection with your provision of services hereunder.
6. This Agreement shall become effective on the date hereof and shall
remain in effect until __________ 2007 and continue in effect thereafter with
respect to a Portfolio only so long as its continuance with respect to that
Portfolio 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 Portfolio, 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 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 defined in the Act) of such Portfolio, or by a
vote of our Trustees 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 shall not be amended as to any Portfolio 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 Portfolio. Shareholders of a Portfolio not affected by any such
amendment shall have no right to participate in any such vote.
8. As to any particular Portfolio, this Agreement may not be assigned by
you and, as to such Portfolio, 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 Corporation, your general partner, who may also be a
Trustee, officer or employee of ours, or persons otherwise
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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 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 Porfolios.
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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,
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
By: ________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Assistant 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: ___________________________
Name: Xxxx X. Xxxxx
Title: President
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SCHEDULE I
Fund
AllianceBernstein U.S. Value Portfolio
AllianceBernstein U.S. Large Cap Growth Portfolio
AllianceBernstein Real Estate Investment Portfolio
AllianceBernstein International Value Portfolio
AllianceBernstein International Growth Portfolio
AllianceBernstein Short Duration Bond Portfolio
AllianceBernstein Intermediate Duration Bond Portfolio
AllianceBernstein TIPS Portfolio
AllianceBernstein High-Yield Portfolio
AllianceBernstein Small-Mid Cap Value Portfolio
AllianceBernstein Small-Mid Cap Growth Portfolio
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