8
ADVISORY AGREEMENT
ALLIANCEBERNSTEIN TRUST
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 31, 2001, as amended
September 7, 2004
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein Trust (the Trust), on behalf of each
of its series listed on Schedule I hereto (each, a 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 Trustees are authorized to
reclassify and issue any unissued shares to any number of
additional classes or series each having its own investment
objective, policies and restrictions, all as more fully described
in the prospectuses 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 Fund in
securities (the portfolio assets) of the type and in accordance
with the limitations specified in our Agreement and Declaration
of Trust (Declaration of Trust), Bylaws 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
Trustees. 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 the
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 Trustees 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 Trustees as
well as the limitations imposed by our Declaration of Trust 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 objectives, 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 Trustees 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 our Trustees 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 existence as
a Massachusetts business trust; (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 in respect of each Fund at the annualized rate of
such Funds average daily net assets as set forth on Schedule I
hereto. 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 with respect to a Fund, your compensation will be
calculated on the basis of a period ending on the last day on
which this Agreement is in effect with respect to such Fund,
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 January 31, 2003 and
continue in effect thereafter with respect to a Fund only so long
as its continuance with respect to that Fund is specifically
approved at least annually by our Trustees or by a vote of a
majority of the outstanding voting securities (as defined in the
Act) of such Fund, 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 Trustees 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 Trustees), and
provided further, however, that if the continuation of this
Agreement is not approved as to a Fund, you may continue to
render to such Fund 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 Fund 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 Fund, or by a
vote of our Trustees on 60 days written notice to you, or by you
with respect to any Fund on 60 days written notice to us.
7. This Agreement shall not be amended as to any Fund
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 Trustees 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 Trustees), and, if required by law,
by vote of a majority of the outstanding voting securities (as
defined in the Act) of such Fund. Shareholders of a Fund not
affected by any such amendment shall have no right to participate
in any such vote.
8. As to any particular Fund, this Agreement may not be
assigned by you and, as to such Fund, 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 7
Corporation, your general partner, who may also be a Trustee,
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 term 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 mark 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.
12. A copy of the Agreement and Declaration of Trust of
the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets
and property of each of the respective Funds.
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 TRUST
By:
________________________
Xxxx X. Xxxxxx
Secretary
Xxxxxx to and accepted as of January 31, 2001, as amended
September 7, 2004
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general partner
By:
________________________
Xxxx X. Xxxxx
Executive Vice President
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SCHEDULE I
Fund Fee
AllianceBernstein Global Value .75 of 1.00% of the first $2.5
Fund billion, .65 of 1.00% of the
excess over $2.5 billion up to
$5 billion and .60 of 1.00%
over $5 billion
AllianceBernstein International .75 of 1.00% of the first $2.5
Value Fund billion, .65 of 1.00% of the
excess over $2.5 billion up to
$5 billion and .60 of 1.00%
over $5 billion
AllianceBernstein Small Cap .75 of 1.00% of the first $2.5
Value Fund billion, .65 of 1.00% of the
excess over $2.5 billion up to
$5 billion and .60 of 1.00%
over $5 billion
AllianceBernstein Value Fund .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%
over $5 billion
S:\MF_Legal\Advisory Agreements\9-7-04 ABT.doc
