EXHIBIT (h)(2)
EXPENSE LIMITATION AGREEMENT
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 22, 2002
Xxxxxxx X. Xxxxxxxxx Fund II, 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 the assets of
your Xxxxxxxxx Intermediate Duration Institutional Portfolio (the "Fund") in
accordance with applicable limitations. Pursuant to an Advisory Agreement dated
March 22, 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 the Fund, 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 March 31, 2003, such expenses shall not exceed a percentage (the
"Percentage Expense Limitation") of the Fund's average daily net assets equal
to, on an annualized basis, 0.45%. 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 the Fund's 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 the Fund's 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"). Cumulative Unaccrued Fees
or cumulative Other Expenses Exceeding Limit shall be paid to us in the future,
provided that (1) no such payment shall be made to us after March 31, 2005, (2)
such payment shall be made only to the extent that it does not cause the Fund's
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
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by you for financial reporting purposes on or before March 22, 2003.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing a Fund's expenses outside the
contours of this Agreement during any time period before or after March 31,
2003; nor shall anything herein be construed as requiring that we limit, waive
or reimburse any of your expenses incurred after March 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 March 31, 2005. This Agreement may be terminated by either party
hereto at the end of a Fund's fiscal year 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.
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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,
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By /s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
President
Agreed to and accepted
as of the date first set forth above.
XXXXXXX X. XXXXXXXXX FUND II, INC.
By /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------
Xxxxxx X. Xxxxxx, Xx.
Secretary
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