ADVISORY AGREEMENT
ALLIANCEBERNSTEIN DISCIPLINED VALUE FUND, INC.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 6, 1999, as amended
September 7, 2004
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein Disciplined Value Fund, Inc. (the "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 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 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 of our portfolios in securities
("the portfolio assets") of the type and in accordance with the limitations
specified in our Articles of Incorporation, By-Laws 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 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 Articles of Incorporation
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 objective,
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 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 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 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
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 at
an annualized rate of .55 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. 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, your
compensation will be calculated on the basis of a period ending on the last day
on which this Agreement is in effect, 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 November 30, 2001 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 Board of Directors
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
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 our
Directors), 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 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 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 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 our Directors), 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
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.
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," "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. 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.
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 DISCIPLINED VALUE
FUND, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------
Name: Xxxx X. Xxxxxx
Title: Secretary
Agreed to and accepted as of
December 6, 1999, 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: Executive Vice President
00250.0250 #455621v3
