ADVISORY AGREEMENT
ALLIANCEBERNSTEIN EXCHANGE RESERVES
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 23, 1994, as amended
September 13, 2006
AllianceBernstein L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We herewith agree with you as follows:
1. We are an open-end, diversified management investment company
registered under the Investment Company Act of 1940 (the "Act"). We are
currently authorized to issue three classes of shares and our Trustees are
authorized to reclassify and issue any unissued shares to any number of
additional classes or series (Portfolios) each having its own investment
objective, policies and restrictions, all as more fully described in the
Prospectus and Statement of Additional Information constituting a part of the
Registration Statement filed on our behalf under the Securities Act of 1933 and
the Act ("Registration Statement"). We are engaged in the business of investing
and reinvesting our assets in securities of the type and in accordance with the
limitations specified in our Agreement and Declaration of Trust ("Declaration of
Trust"), By-Laws, 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 Trustees. 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 the assets in each of our Portfolios as above specified, and, without
limiting the generality of the foregoing, to provide management and other
services specified below.
(b) You will make decisions with respect to all purchases and sales
of securities in each of our Portfolios. 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 our
assets. In all purchases, sales and other transactions in securities 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 Trustees at each meeting thereof all
changes in each Portfolio since the prior report, and will also inform us of
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 banks or other
companies whose securities are included in our Portfolios, the banking or other
industries in which they engage, or the conditions prevailing in the money
market or the economy generally. You will also furnish us with such statistical
and analytical information with respect to securities in each of our Portfolios
as you may believe appropriate or as we reasonably may request. In making such
purchases and sales of securities in each of our Portfolios, you will bear in
mind the policies set from time to time by our Trustees as well as the
limitations imposed by our Declaration of Trust and in our Registration
Statement, the limitations in the Act and of the Internal Revenue Code in
respect of regulated investment companies and the investment objective, policies
and restrictions for 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 at our
request you will provide to us persons satisfactory to our Trustees 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 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 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 securities in each of our Portfolios or to the promotion of the
sale of our shares 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 be responsible for the payment of any expenses
incurred in promoting the sale of our shares (other than the portion of the
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 our prospectuses
and other reports to shareholders and fees related to registration with the
Securities and Exchange Commission and with state regulatory authorities).
3. It is further agreed that you shall be responsible for the portion
of the net expenses of each of our Portfolios (except interest, taxes,
brokerage, fees paid in accordance with an effective plan pursuant to Rule 12b-1
under the Act, expenditures which are capitalized in accordance with generally
accepted accounting principles and extraordinary expenses, all to the extent
permitted by applicable state law and regulation) incurred by us during each of
our fiscal years or portion thereof that this agreement is in effect between us
which, as to a Portfolio, in any such year exceeds the limits applicable to such
Portfolio under the laws or regulations of any state in which our shares are
qualified for sale (reduced pro rata for any portion of less than a year). 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 trustees who are not
your affiliated persons; (d) legal and auditing expenses; (e) clerical,
accounting and other office costs; (f) the cost of personnel providing services
to us, as provided in subparagraph (d) of paragraph 2 above; (g) costs of
printing our prospectuses and shareholder reports; (h) cost of maintaining our
existence; (i) interest charges, taxes, brokerage fees and commissions; (j) cost
of stationery and supplies; (k) expenses and fees related to registration and
filing with the Securities and Exchange Commission and with state regulatory
authorities; and (l) 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 fee for each
Portfolio at the annual rate of: .25 of 1% of the first $1.25 billion of that
Portfolio's average daily net assets; .24 of 1% of the next $.25 billion of such
assets; .23 of 1% of the next $.25 billion of such assets; .22 of 1% of the next
$.25 billion of such assets; .21 of 1% of the next $1 billion of such assets,
and; .20 of 1% of such average daily net assets in excess of $3 billion. Such
fee shall be accrued by us daily and shall be payable in arrears on the last day
of each calendar month for services performed hereunder during such month. Your
reimbursement, if any, of our expenses, as provided in paragraph 3 hereof, shall
be estimated and paid to us monthly in arrears, at the same time as our payment
to you for such month.
6. This agreement shall become effective on the date hereof and shall
remain in effect until September 30, 1995 and shall continue in effect
thereafter with respect to each Portfolio so long as its continuance is
specifically approved at least annually by our Trustees or by majority vote of
the holders of the outstanding voting securities (as defined in the Act) of such
Portfolio, and, in either case, by a majority of our trustees who are not
parties to this agreement or interested persons, as defined in the Act, of any
such party (other than as trustees of our Trust) 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 so
defined) of such Portfolio, or by a vote of a majority of our Trustees on sixty
days' written notice to you, or by you with respect to any Portfolio 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 of
AllianceBernstein Corporation, your general partner, or employees who may also
be a trustee, officer or employee of ours, or persons otherwise affiliated with
us (within the meaning of the Act) to engage in any other business or 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 general partners or your
partnership within a reasonable time after such change.
9. Notice is hereby given that this agreement is entered into on our
behalf by an officer of our Trust in his capacity as an officer and not
individually and that the obligations of or arising out of this agreement are
not binding upon any of our Trustees, officers, shareholders, employees or
agents individually but are binding only upon the assets and property of our
Trust.
If the foregoing is in accordance with your understanding, you will
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALLIANCEBERNSTEIN EXCHANGE
RESERVES
By:
---------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
Accepted: As of March 23, 1994, as amended September 13, 2006.
ALLIANCEBERNSTEIN L.P.
By:
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Name: Xxxx Xxxxxx
Title: Secretary
SK 00250 0073 700641
