INVESTMENT ADVISORY AGREEMENT
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992, as amended as of
May 1, 1997, May 1, 2001, May 1,
2003, May 1, 2004, September 7,
2004 and May 1, 2005
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, X.X. 00000
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We are an open-end, diversified management investment company
registered under the Investment Company Act of 1940 (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 the
Registration Statement filed on our behalf under the Securities Act of 1933 and
the Act. We are engaged in the business of investing and reinvesting our assets
in securities of the type and in accordance with the limitations specified in
our Articles of Incorporation, By-Laws, Registration Statement filed with the
Securities and Exchange Commission under the Securities Act of 1933 and the Act,
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 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 assets in each of our Portfolios 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 securities in each of our Portfolios. 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 our
assets. In all purchases, sales and other transactions in securities in each of
our Portfolios 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. You are permitted to utilize the
services of one or more Sub-Advisers in connection with the management of the
Global Bond Portfolio, subject to your obtaining our prior approval of any such
Sub-Advisory Agreement.
(c) You will report to our Directors at each meeting thereof all
changes in each Portfolio since the prior report, and will also keep us in touch
with important developments affecting any Portfolio 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 companies whose
securities are included in our Portfolios, 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 securities in
each of our Portfolios as you may believe appropriate or as we reasonably may
request. In making such purchases and sales of securities, you will bear in mind
the policies set from time to time by our Directors as well as the limitations
imposed by our Articles of Incorporation and our Registration Statement under
the Act and the Securities Act of 1933, the limitations in the Act and of the
Internal Revenue Code in respect of regulated investment companies and the
investment objective, policies and restrictions for 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 at our
request you will provide to us persons satisfactory to our 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 at such rates as shall from time to time be agreed
upon between us, provided that all time devoted to the investment or
reinvestment of securities in each of our Portfolios 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 (other than us) 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 (other than us) shall also be responsible for
the payment of any expenses incurred in promoting the sale of our shares (other
than the portion of promotional expenses to be borne by us in accordance with an
effective plan pursuant to Rule 12b-1 under the Act and costs of printing our
prospectuses and other reports to stockholders and fees related to registration
with the Securities and Exchange Commission and with state regulatory
authorities).
3. It is further agreed that you shall be responsible for the portion of
the net expenses of each of our Portfolios (except interest, taxes, brokerage,
fees paid in accordance with an effective plan pursuant to Rule 12b-1 under the
Act, expenditures which are capitalized in accordance with generally acceptable
accounting principles and extraordinary expenses, all to the extent permitted by
applicable state law and regulation) incurred by us during each of our fiscal
years or portion thereof that this agreement is in effect between us which, as
to a Portfolio, in any such year exceeds the limits applicable to such Portfolio
under the laws or regulations of any state in which our shares are qualified for
sale (reduced pro rata for any portion of less than a year). We hereby confirm
that, subject to the foregoing, we shall be responsible and hereby assume the
obligation for payment of all our other expenses, including: (a) payment of the
fee payable to you under paragraph 5 hereof; (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 stockholder reports; (h) cost of maintenance of 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
Securities and Exchange Commission and with state regulatory authorities and (1)
such promotional expenses as may be contemplated by an effective plan pursuant
to Rule 12b-1 under the Act provided, however, that our payment of such
promotional expenses shall be in the amount, and in accordance with the
procedures, set forth in such plan.
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
annual rate equal to the Applicable Percentage, as defined below, of the average
daily value of the net assets of each Portfolio managed by you. Such fee shall
be accrued by us daily and shall be payable in arrears on the last day of each
calendar month for services performed hereunder during such month. Your
reimbursement, if any, of our expenses as provided in paragraph 3 hereof, shall
be estimated and paid to us monthly in arrears, at the same time as our payment
to you for such month. Payment of the advisory fee will be reduced or postponed,
if necessary, with any adjustments made after the end of the year. The
Applicable Percentage shall be: (i) for our Money Market Portfolio, .45 of 1% of
the first $2.5 billion, .40 of 1% of the excess over $2.5 billion up to $5
billion and .35 of 1% of the excess over $5 billion of such Portfolio's
aggregate net assets; (ii) for our Large Cap Growth Portfolio, .75 of 1% of the
first $2.5 billion, .65 of 1% of the excess over $2.5 billion up to $5 billion
and .60 of 1% of the excess over $5 billion of such Portfolio's aggregate net
assets; (iii) for our Growth and Income Portfolio, .55 of 1% of the first $2.5
billion, .45 of 1% of the excess over $2.5 billion up to $5 billion and .40 of
1% of the excess over $5 billion of such Portfolio's aggregate net assets; (iv)
for our U.S. Government/High Grade Securities Portfolio, .45 of 1% of the first
$2.5 billion, .40 of 1% of the excess over $2.5 billion up to $5 billion and .35
of 1% of the excess over $5 billion of such Portfolio's aggregate net assets;
(v) for our High-Yield Portfolio, .50 of 1% of the first $2.5 billion, .45 of 1%
of the excess over $2.5 billion up to $5 billion and .40 of 1% of the excess
over $5 billion of such Portfolio's average net assets; (vi) for our Total
Return Portfolio, .55 of 1% of the first $2.5 billion, .45 of 1% of the excess
over $2.5 billion up to $5 billion and .40 of 1% of the excess over $5 billion
of such Portfolio's aggregate net assets; (vii) for our International Portfolio,
..75 of 1% of the first $2.5 billion, .65 of 1% of the excess over $2.5 billion
up to $5 billion and .60 of 1% of the excess over $5 billion of such Portfolio's
aggregate net assets; (viii) for our Global Bond Portfolio, .45 of 1% of the
first $2.5 billion, .40 of 1% of the excess over $2.5 billion up to $5 billion
and .35 of 1% of the excess over $5 billion of such Portfolio's aggregate net
assets; (ix) for our Americas Government Income Portfolio, .50 of 1% of the
first $2.5 billion, .45 of 1% of the excess over $2.5 billion up to $5 billion
and .40 of 1% of the excess over $5 billion of such Portfolio's aggregate net
assets; (x) for our Utility Income Portfolio, .55 of 1% of the first $2.5
billion, .45 of 1% of the excess over $2.5 billion up to $5 billion and .40 of
1% of the excess over $5 billion of such Portfolio's aggregate net assets; (xi)
for our Global Dollar Government Portfolio, .50 of 1% of the first $2.5 billion,
..45 of 1% of the excess over $2.5 billion up to $5 billion and .40 of 1% of the
excess over $5 billion of such Portfolio's aggregate net assets; (xii) for our
Worldwide Privatization Portfolio, .75 of 1% of the first $2.5 billion, .65 of
1% of the excess over $2.5 billion up to $5 billion and .60 of 1% of the excess
over $5 billion of such Portfolio's aggregate net assets; (xiii) for our Growth
Portfolio, .75 of 1% of the first $2.5 billion, .65 of 1% of the excess over
$2.5 billion up to $5 billion and .60 of 1% of the excess over $5 billion of
such Portfolio's average net assets; (xiv) for our Global Technology Portfolio,
..75 of 1% of the first $2.5 billion, .65 of 1% of the excess over $2.5 billion
up to $5 billion and .60 of 1% of the excess over $5 billion of such Portfolio's
aggregate net assets; (xv) for our Small Cap Growth Portfolio, .75 of 1% of the
first $2.5 billion, .65 of 1% of the excess over $2.5 billion up to $5 billion
and .60 of 1% of the excess over $5 billion of such Portfolio's aggregate net
assets; (xvi) for our Real Estate Investment Portfolio, .55 of 1% of the first
$2.5 billion, .45 of 1% of the excess over $2.5 billion up to $5 billion and .40
of 1% of the excess over $5 billion of such Portfolio's average net assets;
(xvii) for our AllianceBernstein International Value Portfolio, .75 of 1% of the
first $2.5 billion, .65 of 1% of the excess over $2.5 billion up to $5 billion
and .60 of 1% of the excess over $5 billion of such Portfolio's average net
assets; (xviii) for our AllianceBernstein Small/Mid Cap Value Portfolio, .75 of
1% of the first $2.5 billion, .65 of 1% of the excess over $2.5 billion up to $5
billion and .60 of 1% of the excess over $5 billion of such Portfolio's average
net assets; (xix) for our AllianceBernstein Value Portfolio, .55 of 1% of the
first $2.5 billion, .45 of 1% of the excess over $2.5 billion up to $5 billion
and .40 of 1% of the excess over $5 billion of such Portfolio's average net
assets; (xx) for our AllianceBernstein U.S. Large Cap Blended Style Portfolio,
..65 of 1% of the first $2.5 billion, .55 of 1% of the excess over $2.5 billion
up to $5 billion and .50 of 1% of the excess over $5 billion of such Portfolio's
average daily net assets; (xxi) for our AllianceBernstein Wealth Appreciation
Strategy Portfolio, 0.65% of the first $2.5 billion in average daily net assets,
0.55% of the second $2.5 billion in average daily net assets and 0.50% of the
excess over $5 billion in average daily net assets; (xxii) for our
AllianceBernstein Balanced Wealth Strategy Portfolio, 0.55% of the first $2.5
billion in average daily net assets, 0.45% of the second $2.5 billion in average
daily net assets and 0.40% of the excess over $5 billion in average daily net
assets; and (xxiii) for our AllianceBernstein Global Research Growth Portfolio,
0.75% of the first $2.5 billion in average daily net assets, 0.65% of the excess
over $2.5 billion up to $5 billion in average daily net assets and 0.60% of the
excess over $5 billion in average daily net assets.
6. This agreement shall become effective on the date hereof and shall
remain in effect with respect to each Portfolio until December 31, 1997(1) and
thereafter for successive twelve-month periods (computed from each January 1)
with respect to each such Portfolio provided that such continuance is
specifically approved at least annually by our Directors or by majority vote of
the holders of the outstanding voting securities (as defined in the Act) of such
Portfolio, and, in either case, by a majority of our Directors who are not
parties to this agreement or interested persons, as defined in the Act, of any
such party (other than as our directors) 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 so
defined) of such Portfolio, or by a vote of a majority of our Directors on sixty
days' written notice to you, or by you with respect to any Portfolio on sixty
days' written notice to us.
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1 December 31, 1998 with respect to Real Estate Investment Portfolio, April 30,
2003 with respect to AllianceBernstein International Value Portfolio,
AllianceBernstein Small/Mid Cap Value Portfolio and AllianceBernstein Value
Portfolio, April 30, 2005 with respect to AllianceBernstein U.S. Large Cap
Blended Style Portfolio, April 30, 2006 with respect to AllianceBernstein Wealth
Appreciation Strategy Portfolio and AllianceBernstein Balanced Wealth Strategy
Portfolio and April 30, 2007 with respect to AllianceBernstein Global Research
Growth Portfolio.
7. This agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this agreement shall terminate automatically
in the event of such transfer, assignment, sale, hypothecation or pledge by you.
The terms "transfer", "assignment" and "sale" as used in this paragraph shall
have the meanings ascribed thereto by governing law and any interpretation
thereof contained in rules or regulations promulgated by the Securities and
Exchange Commission thereunder.
8. (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 Directors of Alliance Capital
Management Corporation, your general partner, who may also be a Director 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 corporation,
trust, 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.
9. 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 the name
of our corporation to a name not including the word "Alliance". 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 name "Alliance"
or any variation thereof, as you may consider appropriate. Any such marks or
symbols so made available will remain your property and will have the right,
upon notice in writing, to require us to cease the use of such xxxx or symbol at
any time.
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 Variable Products
Series Fund, Inc.
By: /s/ Xxxx X. Xxxxxx
---------------------
Name: Xxxx X. Xxxxxx
Title: Secretary
Accepted:
July 22, 1992, as
amended as of May 1, 1997,
May 1, 2001, May 1, 2003,
May 1, 2004,September 7, 2004
and May 1, 2005
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
00250.0292 #539672v2
