NSAR:
811-06730 AB LARGE CAP GROWTH FUND, INC.
77Q1
ADVISORY AGREEMENT
AB LARGE CAP GROWTH FUND, INC.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 17,
1992, As
amended as of
October 13,
1998,
September 7,
2004, June 14,
2006 and
February 3,
2017
AllianceBernstein L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We, the undersigned AB Large Cap Growth
Fund, Inc. formerly known as AllianceBernstein Large Cap
Growth Fund, Inc. herewith confirm our agreement with
you as follows:
1. We are an, open-end, diversified
management investment company registered under the
Investment Company Act of 1940, as amended the Act.
We are currently authorized to issue separate classes of
shares and our Directors 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 the statement of additional
information constituting parts of the Registration Statement
filed on our behalf under the Securities Act of 1933, as
amended, and the Act. We propose to engage in the
business of investing and reinvesting the assets of each of
our portfolios in securities the portfolio assets 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 Securities Act of 1933 and the Act, 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 Board
of 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 the portfolio
assets 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 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 the portfolio assets 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 Board
of 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 the
portfolio assets 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 such purchases and sales of the portfolio assets,
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, the
limitations in the Act and of the Internal Revenue Code of
1986, as amended, in respect of regulated investment
companies and the investment objective, policies and
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 at our
request you will provide us 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 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, 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 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 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 directors 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
stockholder reports; h cost 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 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 monthly fee at an annualized rate of 0.60 of
1.00% of the first $2.5 billion, 0.50 of 1.00% of the excess
over $2.5 billion up to $5 billion and 0.45 of 1.00% of the
excess over $5 billion of our average daily net assets. Such
fee shall be payable in arrears on the last day of each
calendar month for services performed hereunder during
such month. If this agreement becomes effective after the
beginning of a month or terminates prior to the end of a
month, such fee shall be prorated according to the
proportion which such portion of the month bears to the full
month.
6. This agreement shall become
effective on the date hereof and shall continue in effect
until July 31, 1999 and shall continue in effect thereafter
with respect to each portfolio so long as its continuance is
specifically approved at least annually by the Board of
Directors or by the vote of a majority of the outstanding
voting securities of such portfolio as defined in the Act,
and, in either case, by a majority of the Board of 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 Directors of our corporation, 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 the Board of 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 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 term 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, 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.
9. 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, Xxxxxxxxx or
AllianceBernstein. 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 terms Alliance, Xxxxxxxxx or
AllianceBernstein 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.
10. 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.
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,
AB Large Cap
Growth Fund, Inc.
By:
/s/Xxxxx X. Hay_____
Name:
Xxxxx X. Xxx
Title:
Secretary
Agreed to and accepted as of
September 17, 1992, as amended
October 13, 1998, September 7, 2004, June 14, 2006
and February 3, 2017
AllianceBernstein L.P.
By: /s/ Xxxxxx X. Xxxxx ___
Name: Xxxxxx X. Xxxxx
Title: Secretary
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