Exhibit (d)(2)
FORM OF
ADVISORY AGREEMENT
ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
[_________], 2006
ALLIANCEBERNSTEIN L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein Fixed-Income Shares, Inc. (the "Fund"), on behalf of
each of its series listed on Schedule I hereto (each, a "Portfolio"), herewith
confirms our agreement with you (the "Agreement") as follows:
1. We are an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Act"). Our Directors are
authorized to reclassify and issue any unissued shares into any number of
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 Portfolio in securities (the "portfolio assets") of the type
and in accordance with the limitations specified in our Articles of
Incorporation ("Articles of Incorporation"), 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 Directors. 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
portfolio assets in each of our Portfolios 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 each of our Portfolios, 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 Directors 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 any 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 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 purchases and sales of portfolio assets, you will bear in mind the
policies set from time to time by our Directors as well as the limitations
imposed by our Articles of Incorporation and in our Registration Statement, the
limitations in the Act and of the Internal Revenue Code, 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 Directors 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. 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 (other than us) 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 costs of
printing our prospectuses and reports to current 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 other expenses, including: (a) custody,
transfer and dividend disbursing expenses; (b) fees of directors who are not
your affiliated persons; (c) legal and auditing expenses; (d) clerical,
accounting and other office costs; (e) costs of printing our prospectuses and
shareholder reports for current shareholders; (f) the cost of personnel
providing services to us, as provided in subparagraph (d) of paragraph 2 above;
(g) cost of maintenance of our corporate existence; (h) interest charges, taxes,
brokerage fees and commissions; (i) costs of stationery and supplies; and (j)
expenses and fees related to registration and filing with the Commission and
with state regulatory authorities.
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. You shall receive no compensation from us for your services hereunder.
We understand and agree, however, that you and your affiliates expect to receive
compensation from your other institutional clients, who may become shareholders
of a Portfolio. You acknowledge that you and your affiliates will receive fees
from such other institutional clients in connection with your provision of
services hereunder.
6. This Agreement shall become effective on the date hereof and shall
remain in effect until [__________], 2008 and continue in effect thereafter with
respect to a Portfolio only so long as its continuance with respect to that
Portfolio is specifically approved at least annually by our Directors or by a
vote of a majority of the outstanding voting securities (as defined in the Act)
of such Portfolio, 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
Directors 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
Directors), and provided further, however, that if the continuation of this
Agreement is not approved as to a Portfolio, you may continue to render to such
Portfolio 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 Portfolio 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 Portfolio, or by a vote of our Directors on 60 days' written notice
to you, or by you with respect to any Portfolio on 60 days' written notice to
us.
7. This Agreement shall not be amended as to any Portfolio 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 Directors 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 Directors), and, if required by law,
by vote of a majority of the outstanding voting securities (as defined in the
Act) of such Portfolio. Shareholders of a Portfolio not affected by any such
amendment shall have no right to participate in any such vote.
8. As to any particular Portfolio, this Agreement may not be transferred,
assigned, sold or in any manner hypothecated or pledged by you and, as to such
Portfolio, 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
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
AllianceBernstein Corporation, your general partner, 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
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
xxxx 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.
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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 FIXED-INCOME
SHARES, INC.
By: ______________________________
Name:
Title:
Agreed to and accepted
as of the date first set forth above.
ALLIANCEBERNSTEIN L.P.
By: ALLIANCEBERNSTEIN
CORPORATION, its general partner
By: ___________________________
Name: [Xxxx X. Xxxxx]
Title: [President]
SCHEDULE I
Portfolios
Government STIF Portfolio
Prime STIF Portfolio
SK 00250 0132 632367 v6
