Exhibit 23(d)
FORM OF
ADVISORY AGREEMENT
AllianceBernstein Corporate Shares
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
__________ ___, 2004
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein Corporate Shares (the "Trust"), on behalf of each of its
series listed on Schedule I hereto (each, a "Fund"), herewith confirms our
agreement with you (the "Agreement") 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 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 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 reasonably request of you. Such personnel may be employees of
you or your affiliates. 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.
3. During the term of this Agreement, you will pay all expenses you incur
in connection with your obligations under this Agreement, except any expenses
that are paid by a party other than us under the terms of any other agreement to
which we are a party or a third-party beneficiary. You assume and shall pay for
maintaining your staff and personnel and shall, at your own expense, provide the
equipment, office space and facilities necessary to perform your obligations
under this Agreement. You will not, under the terms of this Agreement, bear the
following expenses (although you or your affiliates may bear some of all of
these expenses under one or more other agreements):
(a) Expenses of our independent public accountants;
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(b) Expenses of our transfer agent(s), registrar, dividend disbursing
agent(s) and shareholder recordkeeping services;
(c) Expenses of our custodian, including any recordkeeping services
provided by the custodian;
(d) Expenses relating to obtaining quotations for calculating the value of
each Fund's net assets;
(e) Expenses relating to the preparation of such reports and other
materials as may reasonably be requested by our Trustees;
(f) Expenses relating to the maintenance of our tax records;
(g) Expenses, including expenses relating to the procurement of legal
services, incident to meetings of our shareholders, the preparation and mailing
of our prospectuses and reports to our shareholders, the filing of reports with
regulatory bodies, the maintenance of the our existence and qualification to do
business and the registration of shares with federal and state securities
authorities;
(h) Fees and expenses of our Trustees and officers, and the fees and
expenses of any legal counsel or any other persons engaged by such persons in
connection with the discharge of their duties as Trustees or officers;
(i) Taxes, if any, levied against us or any of its Funds;
(j) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for any of the Funds;
(k) Costs, including any interest expenses, of borrowing money;
(l) Costs of printing certificates representing shares of the Trust;
(m) Our pro rata portion of the fidelity bond required by Section 17(g) of
the Act or other insurance premiums;
(n) Association membership dues;
(o) Extraordinary expenses, including extraordinary legal expenses and
expenses incurred in connection with litigation, proceedings, or other claims
and/or the legal obligations of the Trust to indemnify its trustees, officers,
employees, shareholders, distributors and agents with respect thereto; and
(p) Organizational offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions.
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
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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. You shall receive no compensation from us for your services hereunder.
We understand and agree, however, that you and your affiliates may receive
compensation from third parties in connection with your provision of services
hereunder.
6. This Agreement shall become effective on the date hereof and shall
remain in effect until [_________] [___], 20[__] 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 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
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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" or "Xxxxxxxxx." 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"
or "Xxxxxxxxx" 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.
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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,
ALLIANCEBERNSTEIN CORPORATE SHARES
By: ________________________________
Name:
Title:
Agreed to and accepted as of the date first set forth above.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By: ___________________________
Name:
Title:
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SCHEDULE I
Fund
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