EXPENSE LIMITATION AGREEMENT
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 31, 2001
AllianceBernstein Trust
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 the assets of
each of your series listed on Schedule I hereto (the "Funds")in accordance with
applicable limitations. Pursuant to an Advisory Agreement dated January 31, 2001
(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 each Fund, 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 March
27, 2002, such expenses shall not exceed a percentage (the "Percentage Expense
Limitation") of each Fund's average daily net assets equal to, on an annualized
basis, 2.20% in the case of the Advisor Class shares, 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 each
Fund's 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 the Fund's 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 March 27, 2004, (2) such payment
shall be made only to the extent that it does not cause the Fund's 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
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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 March 27, 2001.
3. Nothing in this Agreement shall be construed as preventing us
from voluntarily limiting, waiving or reimbursing a Fund's expenses outside the
contours of this Agreement during any time period before or after March 27,
2002; nor shall anything herein be construed as requiring that we limit, waive
or reimburse any of your expenses incurred after March 27, 2002, 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 March 27, 2004. This Agreement may be terminated by
either party hereto at the end of a Fund's fiscal year 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.
ALLIANCEBERNSTEIN TRUST
By /s/ Xxxxxx X. Xxxxxx, Xx.
__________________________________
Xxxxxx X. Xxxxxx, Xx.
Secretary
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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SCHEDULE I
AllianceBernstein Global Value Fund
AllianceBernstein International Value Fund
AllianceBernstein Small Cap Value Fund
AllianceBernstein Value Fund
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