ADVISORY AGREEMENT
ALLIANCEBERNSTEIN NEW EUROPE FUND, INC.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992, as amended
September 7, 2004
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We, the undersigned AllianceBernstein New Europe Fund, Inc.,
herewith confirm our agreement with you as follows:
1. We are an open-end, non-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 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, 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
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 under the Act and
the Securities Act of 1933, 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 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 at our request you will provide 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
(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 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 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 accepted
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) brokerage and
commission expenses; (c) Federal, state, local and foreign taxes,
including issue and transfer taxes, incurred by or levied on us;
(d) interest charges on borrowings; (e) our organizational
expenses, whether or not advanced by you; (f) the cost of
personnel providing services to us, as provided in
subparagraph(d) of paragraph 2 above; (g) fees and expenses of
registering our shares under the appropriate federal securities
laws and of qualifying our shares under applicable state
securities laws; (h) clerical, accounting and other office costs;
(i) expenses of printing and distributing prospectuses and
reports to shareholders; (j) costs of proxy solicitation; (k)
charges and expenses of our administrator, custodians and
registrar, transfer and dividend-paying agent; (l) compensation
of our officers, Directors and employees who do not devote any
part of their time to your affairs or the affairs of your
affiliates other than us; (m) legal and auditing expenses; (n)
the cost of stock certificates representing shares of our common
stock; (o) costs of stationery and supplies; and (p) 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 amounts, 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 annualized rate of .75 of 1.00% of the first
$2.5 billion, .65 of 1.00% of the excess over $2.5 billion up to
$5 billion and .60 of 1.00% of the excess over $5 billion of our
average daily net assets. Such fee shall be payable in arrears on
the last day of each calendar month for services performed
hereunder during such month. If this agreement terminates prior
to the end of a month, such fee shall be prorated according to
the proportion which such portion of the month bears to the full
month.
6. This agreement shall continue in effect until December
31, 1992 and may be continued for successive twelve-month
periods(computed from each January 1) with respect to each
portfolio provided that such continuance is specifically approved
at least annually by our Board of Directors or by majority vote
of the holders of the outstanding voting securities of such
portfolio (as defined in the Act), and in either case, by a
majority of our Board of Directors who are not interested
persons, as defined in the Act, of any party to this agreement
(other than as Directors of our corporation), 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 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 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 any such transfer,
assignment, sale, hypothecation or pledge by you. The term
"transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed hereto 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 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
partner 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 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.
10. 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 New Europe
Fund, Inc.
By:
-------------------------
Name:
Title:
Accepted: July 22, 1992, as amended September 7, 2004
Alliance Capital Management L.P.
By: Alliance Capital Management Corporation,
general partner
By:
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Name:
Title:
00250.0059 #455632v2
