Exhibit (h)(2)
EXPENSE LIMITATION AGREEMENT
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 6, 1999
Alliance Disciplined Value Fund, 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 your assets in accordance
with applicable limitations. Pursuant to an Advisory Agreement
dated as of December 6, 1999 (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 you, 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 December 20, 2000, such expenses shall not exceed a
percentage (the "Percentage Expense Limitation") of your average
daily net assets equal to, on an annualized basis, 2.50% in the
case of the Class A shares, and 3.20% in the case of the Class B
shares and the Class C shares. 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 your 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 your 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 December 20, 2002, (2) such payment shall be made only to
the extent that it does not cause your 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 by you for financial
reporting purposes on or before December 20, 2000.
3. Nothing in this Agreement shall be construed as
preventing us from voluntarily limiting, waiving or reimbursing
your expenses outside the contours of this Agreement during any
time period before or after December 20, 2000; nor shall anything
herein be construed as requiring that we limit, waive or
reimburse any of your expenses incurred after December 20, 2000,
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 December 20, 2002. This
Agreement may be terminated by either party hereto 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.
ALLIANCE DISCIPLINED VALUE FUND, INC.
By /s/ Xxxxxx X. Xxxxxx, Xx.
____________________________
Xxxxxx X. Xxxxxx, Xx.
Secretary
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00250250.AE0
