AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
This Amended and Restated Investment Advisory Agreement (this
"Contract") executed as of June 14, 2006 between THE ALLIANCEBERNSTEIN
PORTFOLIOS, a Massachusetts business trust (the "Trust"), on behalf of each of
its portfolio series listed on Exhibit A hereto (each a "Fund"), and
ALLIANCEBERNSTEIN L.P., a Delaware limited partnership ("Manager").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST AND FUNDS.
(a) Subject always to the control of the Trustees of the Trust, the
Manager will, at its expense, furnish continuously an investment program for
each Fund, will make investment decisions on behalf of each Fund and will,
subject to the provisions of paragraph (c), place all orders for the purchase
and sale of each Fund's portfolio securities. Subject always to the control of
the Trustees of the Trust, the Manager will also manage, supervise and conduct
the other affairs and business of the Trust and the Funds, and matters
incidental thereto. In the performance of its duties, the Manager will comply
with the provisions of the Agreement and Declaration of Trust and By-laws of the
Trust and each Fund's stated investment objectives, policies and restrictions
and will use its best efforts to safeguard and promote the welfare of the Trust
and the Funds and to comply with other policies which the Trustees may from time
to time determine.
(b) The Manager, at its expense, will furnish all necessary office
space and equipment, bookkeeping and clerical services required for it to
perform its duties hereunder and will pay all salaries, fees and expenses of
officers and Trustees of the Trust who are affiliated with the Manager.
(c) In the selection of brokers, dealers, or futures commissions
merchants (collectively, "brokers") and the placing of orders for the purchase
and sale of portfolio investments for each Fund, the Manager shall seek to
obtain the most favorable price and execution available, except to the extent it
may be permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for each Fund
the most favorable price and execution available, the Manager, bearing in mind
each Fund's best interest at all times, shall consider all factors it deems
relevant, including, by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, the
timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker involved and the
quality of service rendered by the broker in other transactions. Subject to such
policies as the Trustees may determine, the Manager shall not be deemed to have
acted unlawfully or to have breached any duty created by this Contract or
otherwise solely by reason of its having caused any Fund to pay a broker that
provides brokerage and research services to the Manager an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker would have charged for effecting that transaction, if
the Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker, viewed in terms of either that particular transaction
or the Manager's overall responsibilities with respect to such Fund and to other
clients of the Manager as to which the Manager exercises investment discretion.
The Trust hereby agrees with the Manager and with any Sub-Adviser selected by
the Manager as provided in Section 1(d) that any entity or person associated
with the Manager or such Sub-Adviser which is a member of a national securities
exchange is authorized to effect any transaction on such exchange for the
account of a Fund which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust hereby
consents to the retention of compensation for such transactions in accordance
with Rule 11a2-2(T)(a)(2)(iv).
(d) Subject to the provisions of the Agreement and Declaration of
Trust of the Trust and the Investment Company Act of 1940, as amended, the
Manager, at its expense, may select and contract with one or more investment
advisers (the "Sub-Adviser") for any Fund to perform some or all of the services
for which it is responsible pursuant to paragraph (a) of this Section 1 (and any
related facilities or services for which it is responsible under paragraph (b)
of this Section 1). The Manager will compensate any Sub-Adviser of such Fund for
its services to such Fund. The Manager may terminate the services of any
Sub-Adviser at any time in its sole discretion, and shall at such time assume
the responsibilities of such Sub-Adviser unless and until a successor
Sub-Adviser is selected.
(e) The Manager shall not be obligated to pay any expenses of or for
the Trust or any Fund not expressly assumed by the Manager pursuant to this
Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or employee of,
or be otherwise interested in, the Manager, and in any person controlling,
controlled by or under common control with the Manager, and that the Manager and
any person controlling, controlled by or under common control with the Manager
may have an interest in the Trust or in any Fund. It is also understood that the
Manager and persons controlling, controlled by or under common control with the
Manager have and may have advisory, management service, distribution or other
contracts with other organizations and persons, and may have other interests and
businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Trust, on behalf of the Funds, will pay to the Manager as
compensation for the Manager's services rendered, for the facilities furnished
and for the expenses borne by the Manager pursuant to Section 1, a fee, computed
and paid monthly at the following annual rates applicable to the average daily
net asset value of each Fund:
--------------------------------------------------------------------------------
Fund Annual Percentage Rate
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AllianceBernstein Wealth Appreciation 0.65% on the first $2.5 billion
Strategy 0.55% on the next $2.5 billion
0.50% thereafter
--------------------------------------------------------------------------------
AllianceBernstein Tax-Managed Wealth 0.65% on the first $2.5 billion
Appreciation Strategy 0.55% on the next $2.5 billion
0.50% thereafter
--------------------------------------------------------------------------------
AllianceBernstein Balanced Wealth 0.55% on the first $2.5 billion
Strategy 0.45% on the next $2.5 billion
0.40% thereafter
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AllianceBernstein Tax-Managed Balanced 0.55% on the first $2.5 billion
Wealth Strategy 0.45% on the next $2.5 billion
0.40% thereafter
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AllianceBernstein Wealth Preservation 0.55% on the first $2.5 billion
Strategy 0.45% on the next $2.5 billion
0.40% thereafter
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AllianceBernstein Tax-Managed Wealth 0.55% on the first $2.5 billion
Preservation Strategy 0.45% on the next $2.5 billion
0.40% thereafter
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AllianceBernstein Growth Fund 0.75% on the first $2.5 billion
0.65% on the next $2.5 billion
0.60% thereafter
--------------------------------------------------------------------------------
Such fee computed with respect to the net asset value of a Fund shall be paid
from the assets of such Fund. Such average daily net asset value of each Fund
shall be determined by taking an average of all of the determinations of such
net asset value during such month at the close of business on each business day
during such month while this Contract is in effect. Such fee shall be payable
for each month within five (5) business days after the end of such month.
In the event that expenses of any Fund for any fiscal year (not
including any distribution expenses paid by such Fund pursuant to any
distribution plan) should exceed the expense limitation on investment company
expenses enforced by any statute or regulatory authority of any jurisdiction in
which shares of such Fund are qualified for offer and sale, the compensation due
the Manager for such fiscal year shall be reduced by the amount of such excess
by a reduction or refund thereof. In the event that the expenses of any Fund
exceed any expense limitation which the Manager may, by written notice to the
Trust, voluntarily declare to be effective with respect to such Fund, subject to
such terms and conditions as the Manager may prescribe in such notice, the
compensation due the Manager shall be reduced, and, if necessary, the Manager
shall bear the expenses of such Fund to the extent required by such expense
limitation.
If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of
any penalty, in the event of its assignment; and this Contract shall not be
amended as to any Fund unless such amendment is approved at a meeting by the
affirmative vote of a majority of the outstanding shares of such Fund, and by
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not interested
persons of the Trust or of the Manager or of any Sub-Adviser of the Trust.
Shareholders of a Fund not affected by any such amendment shall have no right to
vote with respect to such amendment.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
(a) This Contract shall become effective upon its execution, and shall
remain in full force and effect as to a particular Fund until September 2, 2005,
with respect to the AllianceBernstein Wealth Appreciation Strategy, the
AllianceBernstein Balanced Wealth Strategy, the AllianceBernstein Wealth
Preservation Strategy, and the AllianceBernstein Tax-Managed Wealth Appreciation
Strategy, and July 22, 1993, with respect to the AllianceBernstein Tax-Managed
Balanced Wealth Strategy, the AllianceBernstein Tax-Managed Wealth Preservation
Strategy and the AllianceBernstein Growth Fund and continuously thereafter so
long as its continuance is specifically approved at least annually by the
Trustees of the Trust or the shareholders by the affirmative vote of a majority
of the outstanding shares of such Fund, and (ii) a majority of the Trustees of
the Trust who are not interested persons of the Trust or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on such approval
(unless terminated automatically as set forth in Section 4); provided, however,
that if the continuance of this Contract is submitted to the shareholders of
such Fund for their approval and such shareholders fail to approve such
continuance of this Contract as provided herein, the Manager may continue to
serve hereunder in a manner consistent with the Investment Company Act of 1940,
as amended, and the rules and regulations thereunder.
(b) Either party hereto may at any time terminate this Contract as to
any Fund by not more than sixty days' written notice delivered or mailed by
registered mail, postage prepaid, to the other party.
Action by the Trust under (b) above may be taken either (i) by vote of
a majority of its Trustees or (ii) by the affirmative vote of a majority of the
outstanding shares of the relevant Fund affected. Termination of this Contract
pursuant to this Section 5 shall be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Manager shall promptly notify the Trust in writing of the
occurrence of any of the following events: (a) the Manager shall fail to be
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended from time to time, and under the laws of any jurisdiction in which
the Manager is required to be registered as an investment adviser in order to
perform its obligations under this Agreement, (b) the Manager shall have been
served or otherwise have notice of any action, suit, proceeding, inquiry or
investigation at law or in equity, before or by any court, public board or body,
involving the affairs of the Trust or a Fund, and (c) there shall be any change
in the "control" (as defined in the Investment Company Act of 1940, as amended)
of the Manager.
7. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority
of the outstanding shares" of a Fund means the affirmative vote, at a duly
called and held meeting of shareholders of such Fund (a) of the holders of 67%
or more of the shares of such Fund present (in person or by proxy) and entitled
to vote at such meeting, if the holders of more than 50% of the outstanding
shares of the Fund entitled to vote at such meeting are present in person or by
proxy, or (b) of the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting, whichever is less. For the purposes of
this Contract, the terms "affiliated person," "control," "interested person" and
"assignment" shall have their respective meanings defined in the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act; the term "specifically approve at least
annually" shall be construed in a manner consistent with the Investment Company
Act of 1940, as amended, and the rules and regulations thereunder; and the term
"brokerage and research services" shall have the meaning given in the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.
8. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, to
any Fund or to any shareholder of any Fund, for any act or omission in the
course of, or connected with, rendering services hereunder.
9. USE OF NAME.
The Manager and its affiliates own the names "Alliance," "Xxxxxxxxx"
and "AllianceBernstein", which may be used by the Trust only with the consent of
the Manager. The Manager consents to the use by the Trust of any name embodying
the names "Alliance," "Xxxxxxxxx" and "AllianceBernstein", but only on the
condition and so long as (i) this Agreement shall remain in full force, (ii) the
Trust or any Fund, as the case may be, shall fully perform, fulfill and comply
with all provisions of this Agreement expressed herein to be performed,
fulfilled or complied with by it, and (iii) AllianceBernstein L.P. is the
Manager of any Fund. No such name shall be used by the Trust at any time or in
any place or for any purposes or under any conditions except as in this section
provided. The foregoing authorization by the Manager to the Trust to use the
names "Alliance," "Xxxxxxxxx" and "AllianceBernstein" as part of a business or
name is not exclusive of the right of the Manager itself to use, or to authorize
others to use, the same; the Trust acknowledges and agrees that as between the
Manager and the Trust, the Manager has the exclusive right so to use, or
authorize others to use, said name, and the Trust agrees to take such action as
may reasonably be requested by the Manager to give full effect to the provisions
of this section (including, without limitation, consenting to such use of said
name). Without limiting the generality of the foregoing, the Trust agrees that,
upon (i) any termination of this Agreement by either party or (ii) the violation
of any of its provisions by the Trust or any Fund, as the case may be, the Trust
will, at the request of the Manager made within six months after such
termination or violation, use its best efforts to change the name of the Trust
and each Fund so as to eliminate all reference, if any, to the names "Alliance,"
"Xxxxxxxxx" and "AllianceBernstein" and will not thereafter transact any
business in a name containing the names "Alliance," "Xxxxxxxxx" or
"AllianceBernstein" in any form or combination whatsoever, or designate itself
as the same entity as or successor to an entity of such name, or otherwise use
the names "Alliance," "Xxxxxxxxx" or "AllianceBernstein" or any other reference
to the Manager. Such covenants on the part of the Trust shall be binding upon
it, its Trustees, officers, stockholders, creditors and all other persons
claiming under or through it.
10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust, as
amended, 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 Funds.
11. SEPARATE CONTRACTS.
The Trust, on behalf of each Fund, shall be deemed to have entered
into a wholly separate Contract relating exclusively to each such Fund. Any
amendment to or termination of this Contract explicitly relating to one or more
Funds shall have no affect on, and shall not be considered to amend or terminate
this Contract with respect to, any other Fund.
IN WITNESS WHEREOF, THE ALLIANCEBERNSTEIN PORTFOLIOS and
ALLIANCEBERNSTEIN L.P. have each caused this Amended and Restated Investment
Advisory Agreement to be signed in duplicate on its behalf by its duly
authorized representative, all as of the day and year first above written.
THE ALLIANCEBERNSTEIN PORTFOLIOS
----------------------------------
By: [_____________]
Title: [_____________]
Accepted: June 14, 2006
ALLIANCEBERNSTEIN L.P.
By: AllianceBernstein Corporation,
its general partner
---------------------------------
By: [_____________]
Title: [_____________]
Exhibit A to Investment Advisory Agreement
AllianceBernstein Wealth Appreciation Strategy
AllianceBernstein Balanced Wealth Strategy
AllianceBernstein Wealth Preservation Strategy
AllianceBernstein Tax-Managed Appreciation Strategy
AllianceBernstein Tax-Managed Balanced Wealth Strategy
AllianceBernstein Tax-Managed Wealth Preservation Strategy
AllianceBernstein Growth Fund
SK 00250 0073 697398
