ADVISORY AGREEMENT
ALLIANCEBERNSTEIN TECHNOLOGY FUND, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992,
as amended February 15, 2000 and
September 7, 2004
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We propose to engage 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 Investment Company
act of 1940 (the "Act") and the Securities Act of 1933, and any
representations made in our Prospectus, 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. We hereby employ you to manage the investment and
reinvestment of our assets as above specified, and without
limiting the generality of the foregoing, to provide management
and other services specified below.
(a) You will make decisions with respect to all
purchases and sales of our portfolio securities. To carry out
such decisions, you are hereby authorized, as our agent and
attorney in fact, for our account and at our risk in our name, to
place orders for the investment and reinvestment of our assets.
In all purchases, sales and other transactions in our portfolio
securities you are authorized to exercise full discretion and act
for us in the same manner and with the same force and effect as
our corporation itself 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 transactions.
(b) You will report to our Board of Directors at
each meeting thereof all changes in our portfolio since the prior
report, and will also keep us in touch with important
developments affecting our 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
portfolio, the industries in which they engage, or the economy
generally. You will also furnish us with such statistical and
analytical information with respect to our portfolio securities
as you may believe appropriate or as we reasonably may request.
In making such purchases and sales of our portfolio securities,
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 and the limitations in the
Act and of the Internal Revenue Code in respect of regulated
investment companies.
(c) 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 our corporation
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,
administrative and other services to us as we may from time to
time request of you. Such personnel may be employees of you and
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 our
portfolio securities 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 administrative and
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 pay any expenses incurred by us 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 the costs of printing and mailing our
prospectuses and other report to stockholders and all expenses
and fees related to proxy solicitations and registrations and
filings with the Securities and Exchange Commission and with
state regulatory authorities).
(d) It is further agreed that you shall reimburse
us for our expenses (exclusive of interest, taxes, brokerage, and
other expenditures which are capitalized in accordance with
generally accepted accounting principles, and extraordinary
expenses) which in any year exceed the limits prescribed by any
state in which our shares are qualified for sale.
3. 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 costs; (e)
clerical, accounting, administrative, and other office costs; (f)
costs of personnel providing services to us as provided in
subparagraph (c) of paragraph 2 above; (g) costs of printing our
prospectuses and other reports to existing stockholders; (h)
costs 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 proxy
solicitations and registrations and filings 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 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
quarterly fee, payable for the preceding quarter on the first
business day of January, April, July and October equal to the
following percentages of the value of our aggregate net assets at
the close of business on the last business day immediately
preceding such payment date: 1/4 of .75 of 1.00% of the first
$2.5 billion, 1/4 of .65 of 1.00% of the excess over $2.5 billion
up to $5 billion and 1/4 of .60 of 1.00% of the excess over $5
billion provided, however, that for the portion of any quarter in
which this agreement becomes effective after the beginning of
such quarter, such compensation shall be prorated according to
the proportion which such portion of a quarter bears to a full
quarter. Your reimbursement, if any, of our expenses as provided
in paragraph 2(d) above will be annualized on a monthly basis.
Payment of the advisory fee will be reduced or postponed, if
necessary, with any adjustments made after the end of the year.
6. This agreement shall become effective on the date
thereof and shall remain in effect until December 31, 2000, and
thereafter for successive twelve-month periods (computed from
each January 1), provided that such continuance is specifically
approved at least annually by our Board of Directors or by
majority vote of the holders of our outstanding voting securities
(as defined in the Act), 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
directors of our corporation). This agreement may be terminated
at any time, without the payment of any penalty, by vote of a
majority of our outstanding voting securities (as so defined), or
by a vote of a majority of our entire Board of Directors on sixty
days' written notice to you or by you on sixty 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
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,
officers or any of the Directors at Alliance Capital Management
Corporation, general partner, or employees 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 corporation, firm, individual or association.
(b) You will notify us of any change in general
partners of your partnership within a reasonable time after such
change.
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 Technology Fund, Inc.
By:
------------------------------
Name:
Title:
Accepted: February 15, 2000, as amended September 7, 2004
Alliance Capital Management L.P.
By: Alliance Capital Management Corporation,
general partner
By:
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Name:
Title:
00250.0200 #455639 v2
