EXPENSE LIMITATION AGREEMENT
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 10, 2002
ALLIANCE DISCIPLINED GROWTH FUND, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Alliance Capital Management L.P. herewith confirms our
agreement with you as follows:
1. You are an open-end, diversified management
investment company registered under the Investment Company Act of
1940, as amended (the "Act"). You propose to engage in the
business of investing and reinvesting your assets in accordance
with applicable limitations. Pursuant to an Advisory Agreement
dated as of July 10, 2002 (the "Advisory Agreement"), you have
employed us to manage the investment and reinvestment of such
assets.
2. We hereby agree that, notwithstanding any provision
to the contrary contained in the Advisory Agreement, we shall
limit as provided herein the aggregate expenses of every
character incurred by you, including but not limited to the fees
("Advisory Fees") payable to us pursuant to the Advisory
Agreement (the "Limitation"). Under the Limitation, we agree
that, through August 31, 2003, such expenses shall not exceed a
percentage (the "Percentage Expense Limitation") of your average
daily net assets equal to, on an annualized basis, 1.70% in the
case of the Class A shares, 2.40% in the case of the Class B
shares and the Class C shares, and 1.40% in the case of the
Advisor Class Shares. To determine our liability for expenses in
excess of the Percentage Expense Limitation, the amount of
allowable fiscal-year-to-date expenses shall be computed daily by
prorating the Percentage Expense Limitation based on the number
of days elapsed within the fiscal year, or limitation period, if
shorter (the "Prorated Limitation"). The Prorated Limitation
shall be compared to your expenses recorded through the current
day in order to produce the allowable expenses to be recorded for
the current day (the "Allowable Expenses"). If Advisory Fees and
your other expenses for the current day exceed the Allowable
Expenses, Advisory Fees for the current day shall be reduced by
such excess ("Unaccrued Fees"). In the event such excess exceeds
the amount due as Advisory Fees, we shall be responsible for the
additional excess ("Other Expenses Exceeding Limit"). If
cumulative Unaccrued Fees or cumulative Other Expenses Exceeding
Limit remain at August 31, 2003, these amounts shall be paid to
us in the future, provided that (1) no such payment shall be made
to us after August 31, 2005, (2) such payment shall be made only
to the extent that it does not cause your aggregate expenses, on
an annualized basis, to exceed the Percentage Expense Limitation,
and (3) no such payment shall be made to us to the extent that
the aggregate of such payments would exceed the amount of
organizational and offering expenses (as defined by the Financial
Accounting Standards Board) recorded by you for financial
reporting purposes on or before August 31, 2003.
3. Nothing in this Agreement shall be construed as
preventing us from voluntarily limiting, waiving or reimbursing
your expenses outside the contours of this Agreement during any
time period before or after August 31, 2003; nor shall anything
herein be construed as requiring that we limit, waive or
reimburse any of your expenses either after August 31, 2003, or,
except as expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date
hereof and remain in effect until August 31, 2005. This Agreement
may be terminated by either party hereto upon not less than 60
days' prior written notice to the other party. Upon the
termination or expiration hereof, we shall have no claim against
you for any amounts not reimbursed to us pursuant to the
provisions of paragraph 2.
5. 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,
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By
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Agreed to and accepted
as of the date first set forth above.
ALLIANCE DISCIPLINED GROWTH FUND, INC.
By
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00250.0265 #334877
