FORM OF AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
This Amended and Restated Investment Advisory Agreement
(this "Contract") executed as of September 7, 2004 between THE
ALLIANCEBERNSTEIN PORTFOLIOS (formerly The Equitable Funds), a
Massachusetts business trust (the "Trust"), on behalf of each of
its portfolio series listed on Exhibit A hereto (each a "Fund"),
and ALLIANCE CAPITAL MANAGEMENT L.P., a Delaware limited
partnership ("Manager").
Witnesseth:
That in consideration of the mutual covenants herein
contained, it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST AND FUNDS.
(a) Subject always to the control of the Trustees of
the Trust, the Manager will, at its expense, furnish continuously
an investment program for each Fund, will make investment
decisions on behalf of each Fund and will, subject to the
provisions of paragraph (c), place all orders for the purchase
and sale of each Fund's portfolio securities. Subject always to
the control of the Trustees of the Trust, the Manager will also
manage, supervise and conduct the other affairs and business of
the Trust and the Funds, and matters incidental thereto. In the
performance of its duties, the Manager will comply with the
provisions of the Agreement and Declaration of Trust and By-laws
of the Trust and each Fund's stated investment objectives,
policies and restrictions and will use its best efforts to
safeguard and promote the welfare of the Trust and the Funds and
to comply with other policies which the Trustees may from time to
time determine.
(b) The Manager, at its expense, will furnish all
necessary office space and equipment, bookkeeping and clerical
services required for it to perform its duties hereunder and will
pay all salaries, fees and expenses of officers and Trustees of
the Trust who are affiliated with the Manager.
(c) In the selection of brokers, dealers, or futures
commissions merchants (collectively, "brokers") and the placing
of orders for the purchase and sale of portfolio investments for
each Fund, the Manager shall seek to obtain the most favorable
price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts
to obtain for each Fund the most favorable price and execution
available, the Manager, bearing in mind each Fund's best interest
at all times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation, experience
and financial stability of the broker involved and the quality of
service rendered by the broker in other transactions. Subject to
such policies as the Trustees may determine, the Manager shall
not be deemed to have acted unlawfully or to have breached any
duty created by this Contract or otherwise solely by reason of
its having caused any Fund to pay a broker that provides
brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker would have
charged for effecting that transaction, if the Manager determines
in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services
provided by such broker, viewed in terms of either that
particular transaction or the Manager's overall responsibilities
with respect to such Fund and to other clients of the Manager as
to which the Manager exercises investment discretion. The Trust
hereby agrees with the Manager and with any Sub-Adviser selected
by the Manager as provided in Section 1(d) that any entity or
person associated with the Manager or such Sub-Adviser which is a
member of a national securities exchange is authorized to effect
any transaction on such exchange for the account of a Fund which
is permitted by Section 11(a) of the Securities Exchange Act of
1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust
hereby consents to the retention of compensation for such
transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
(d) Subject to the provisions of the Agreement and
Declaration of Trust of the Trust and the Investment Company Act
of 1940, as amended, the Manager, at its expense, may select and
contract with one or more investment advisers (the "Sub-Adviser")
for any Fund to perform some or all of the services for which it
is responsible pursuant to paragraph (a) of this Section 1 (and
any related facilities or services for which it is responsible
under paragraph (b) of this Section 1). The Manager will
compensate any Sub-Adviser of such Fund for its services to such
Fund. The Manager may terminate the services of any Sub-Adviser
at any time in its sole discretion, and shall at such time assume
the responsibilities of such Sub-Adviser unless and until a
successor Sub-Adviser is selected.
(e) The Manager shall not be obligated to pay any
expenses of or for the Trust or any Fund not expressly assumed by
the Manager pursuant to this Section 1 other than as provided in
Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders,
Trustees, officers and employees of the Trust may be a
shareholder, director, officer or employee of, or be otherwise
interested in, the Manager, and in any person controlling,
controlled by or under common control with the Manager, and that
the Manager and any person controlling, controlled by or under
common control with the Manager may have an interest in the Trust
or in any Fund. It is also understood that the Manager and
persons controlling, controlled by or under common control with
the Manager have and may have advisory, management service,
distribution or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Trust, on behalf of the Funds, will pay to the
Manager as compensation for the Manager's services rendered, for
the facilities furnished and for the expenses borne by the
Manager pursuant to Section 1, a fee, computed and paid monthly
at the following annual rates applicable to the average daily net
asset value of each Fund:
Fund Annual Percentage Rate
AllianceBernstein Wealth Appreciation 0.65% on the first $2.5 billion
Strategy 0.55% on the next $2.5 billion
0.50% thereafter
AllianceBernstein Tax-Managed Wealth 0.65% on the first $2.5 billion
Appreciation Strategy 0.55% on the next $2.5 billion
0.50% thereafter
AllianceBernstein Balanced Wealth 0.55% on the first $2.5 billion
Strategy 0.45% on the next $2.5 billion
0.40% thereafter
AllianceBernstein Tax-Managed Balanced 0.55% on the first $2.5 billion
Wealth Strategy 0.45% on the next $2.5 billion
0.40% thereafter
AllianceBernstein Wealth Preservation 0.55% on the first $2.5 billion
Strategy 0.45% on the next $2.5 billion
0.40% thereafter
AllianceBernstein Tax-Managed Wealth 0.55% on the first $2.5 billion
Preservation Strategy 0.45% on the next $2.5 billion
0.40% thereafter
AllianceBernstein Growth Fund 0.75% on the first $2.5 billion
0.65% on the next $2.5 billion
0.60% thereafter
Such fee computed with respect to the net asset value of a Fund
shall be paid from the assets of such Fund. Such average daily
net asset value of each Fund shall be determined by taking an
average of all of the determinations of such net asset value
during such month at the close of business on each business day
during such month while this Contract is in effect. Such fee
shall be payable for each month within five (5) business days
after the end of such month.
In the event that expenses of any Fund for any fiscal
year (not including any distribution expenses paid by such Fund
pursuant to any distribution plan) should exceed the expense
limitation on investment company expenses enforced by any statute
or regulatory authority of any jurisdiction in which shares of
such Fund are qualified for offer and sale, the compensation due
the Manager for such fiscal year shall be reduced by the amount
of such excess by a reduction or refund thereof. In the event
that the expenses of any Fund exceed any expense limitation which
the Manager may, by written notice to the Trust, voluntarily
declare to be effective with respect to such Fund, subject to
such terms and conditions as the Manager may prescribe in such
notice, the compensation due the Manager shall be reduced, and,
if necessary, the Manager shall bear the expenses of such Fund to
the extent required by such expense limitation.
If the Manager shall serve for less than the whole of a
month, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without
the payment of any penalty, in the event of its assignment; and
this Contract shall not be amended as to any Fund unless such
amendment is approved at a meeting by the affirmative vote of a
majority of the outstanding shares of such Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on
such approval, of a majority of the Trustees of the Trust who are
not interested persons of the Trust or of the Manager or of any
Sub-Adviser of the Trust. Shareholders of a Fund not affected by
any such amendment shall have no right to vote with respect to
such amendment.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its
execution, and shall remain in full force and effect as to a
particular Fund continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as
follows:
(a) Either party hereto may at any time terminate this
Contract as to any Fund by not more than sixty days' written
notice delivered or mailed by registered mail, postage prepaid,
to the other party, or
(b) If (i) the Trustees of the Trust or the
shareholders by the affirmative vote of a majority of the
outstanding shares of such Fund, and (ii) a majority of the
Trustees of the Trust who are not interested persons of the Trust
or of the Manager, by vote cast in person at a meeting called for
the purpose of voting on such approval, do not specifically
approve at least annually the continuance of this Contract, then
this Contract shall automatically terminate with respect to such
Fund at the close of business on the second anniversary of its
effectiveness with respect to such Fund (September 2, 2003, with
respect to the AllianceBernstein Wealth Appreciation Strategy,
the AllianceBernstein Balanced Wealth Strategy, the
AllianceBernstein Wealth Preservation Strategy, and the
AllianceBernstein Tax-Managed Wealth Appreciation Strategy, and
July 22, 1993, with respect to the AllianceBernstein Tax-Managed
Balanced Wealth Strategy, the AllianceBernstein Tax-Managed
Wealth Preservation Strategy and the AllianceBernstein Growth
Fund), or upon the expiration of one year from the effective date
of the last such continuance with respect to such Fund, whichever
is later; provided, however, that if the continuance of this
Contract is submitted to the shareholders of such Fund for their
approval and such shareholders fail to approve such continuance
of this Contract as provided herein, the Manager may continue to
serve hereunder in a manner consistent with the Investment
Company Act of 1940, as amended, and the rules and regulations
thereunder.
Action by the Trust under (a) above may be taken either
(i) by vote of a majority of its Trustees or (ii) by the
affirmative vote of a majority of the outstanding shares of the
relevant Fund affected. Termination of this Contract pursuant to
this Section 5 shall be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Manager shall promptly notify the Trust in writing
of the occurrence of any of the following events: (a) the Manager
shall fail to be registered as an investment adviser under the
Investment Advisers Act of 1940, as amended from time to time,
and under the laws of any jurisdiction in which the Manager is
required to be registered as an investment adviser in order to
perform its obligations under this Agreement, (b) the Manager
shall have been served or otherwise have notice of any action,
suit, proceeding, inquiry or investigation at law or in equity,
before or by any court, public board or body, involving the
affairs of the Trust or a Fund, and (c) there shall be any change
in the "control" (as defined in the Investment Company Act of
1940, as amended) of the Manager.
7. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative
vote of a majority of the outstanding shares" of a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of such Fund (a) of the holders of 67% or more of
the shares of such Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders
of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less. For the purposes of
this Contract, the terms "affiliated person," "control,"
"interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities
and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940, as amended,
and the rules and regulations thereunder; and the term "brokerage
and research services" shall have the meaning given in the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
8. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or
gross negligence on the part of the Manager, or reckless
disregard of its obligations and duties hereunder, the Manager
shall not be subject to any liability to the Trust, to any Fund
or to any shareholder of any Fund, for any act or omission in the
course of, or connected with, rendering services hereunder.
9. USE OF NAME.
The Manager and its affiliates own the names
"Alliance," "Xxxxxxxxx" and "AllianceBernstein", which may be
used by the Trust only with the consent of the Manager. The
Manager consents to the use by the Trust of any name embodying
the names "Alliance," "Xxxxxxxxx" and "AllianceBernstein", but
only on the condition and so long as (i) this Agreement shall
remain in full force, (ii) the Trust or any Fund, as the case may
be, shall fully perform, fulfill and comply with all provisions
of this Agreement expressed herein to be performed, fulfilled or
complied with by it, and (iii) Alliance Capital Management L.P.
is the Manager of any Fund. No such name shall be used by the
Trust at any time or in any place or for any purposes or under
any conditions except as in this section provided. The foregoing
authorization by the Manager to the Trust to use the names
"Alliance," "Xxxxxxxxx" and "AllianceBernstein" as part of a
business or name is not exclusive of the right of the Manager
itself to use, or to authorize others to use, the same; the Trust
acknowledges and agrees that as between the Manager and the
Trust, the Manager has the exclusive right so to use, or
authorize others to use, said name, and the Trust agrees to take
such action as may reasonably be requested by the Manager to give
full effect to the provisions of this section (including, without
limitation, consenting to such use of said name). Without
limiting the generality of the foregoing, the Trust agrees that,
upon (i) any termination of this Agreement by either party or
(ii) the violation of any of its provisions by the Trust or any
Fund, as the case may be, the Trust will, at the request of the
Manager made within six months after such termination or
violation, use its best efforts to change the name of the Trust
and each Fund so as to eliminate all reference, if any, to the
names "Alliance," "Xxxxxxxxx" and "AllianceBernstein" and will
not thereafter transact any business in a name containing the
names "Alliance," "Xxxxxxxxx" or "AllianceBernstein" in any form
or combination whatsoever, or designate itself as the same entity
as or successor to an entity of such name, or otherwise use the
names "Alliance," "Xxxxxxxxx" or "AllianceBernstein" or any other
reference to the Manager. Such covenants on the part of the Trust
shall be binding upon it, its Trustees, officers, stockholders,
creditors and all other persons claiming under or through it.
10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the
Trust, as amended, 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.
11. SEPARATE CONTRACTS.
The Trust, on behalf of each Fund, shall be deemed to
have entered into a wholly separate Contract relating exclusively
to each such Fund. Any amendment to or termination of this
Contract explicitly relating to one or more Funds shall have no
affect on, and shall not be considered to amend or terminate this
Contract with respect to, any other Fund.
IN WITNESS WHEREOF, THE ALLIANCEBERNSTEIN PORTFOLIOS
and ALLIANCE CAPITAL MANAGEMENT L.P. have each caused this
Amended and Restated Investment Advisory Agreement to be signed
in duplicate on its behalf by its duly authorized representative,
all as of the day and year first above written.
THE ALLIANCEBERNSTEIN PORTFOLIOS
__________________________________
By:
Title:
Accepted: September 7, 2004
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, its general partner
---------------------------------
By:
Title:
Exhibit A to Investment Advisory Agreement
AllianceBernstein Wealth Appreciation Strategy
AllianceBernstein Balanced Wealth Strategy
AllianceBernstein Wealth Preservation Strategy
AllianceBernstein Tax-Managed Appreciation Strategy
AllianceBernstein Tax-Managed Balanced
Wealth Strategy AllianceBernstein Tax-Managed Wealth Preservation Strategy
AllianceBernstein Growth Fund
00250.0157 #455978v3
