ADVISORY AGREEMENT
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992
(as amended December 7, 2000 and September 7, 2004)
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We 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 (the Act). 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 Articles of Incorporation, By-
Laws, Registration Statement filed with the Securities and Exchange
Commission under the Security 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 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 our 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 our portfolio securities. 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 our portfolio securities 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 our portfolio since the prior report,
and will also keep us in touch with important developments affecting
our 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 companies whose securities
are included in our portfolio, 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 our portfolio securities as you may believe appropriate or
as we reasonably may request. In making such purchases and sales of
securities, 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 our Registration Statement under the Act and the
Securities Act of 1933, the limitations in the Act and of the Internal
Revenue Code in respect of regulated investment companies and our
investment objective, policies and restrictions.
(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 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 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 our portfolio securities 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 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 our net expenses (except interest, taxes, brokerage,
distribution service fees paid in accordance with an effective plan
pursuant to Rule 12b-1 under the Act, 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 in any such year exceeds
the limits applicable 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 shareholder reports;
(h)cost of maintenance of our existence as a corporation; (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 fee at the annual rate of .55 of 1.00% of the first $2.5 billion,
..45 of 1.00% of the excess over $2.5 billion up to $5 billion and .40
of 1.00% of the excess over $5 billion of the average daily value of
our net assets. 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. Payment of the advisory fee will be reduced or
postponed, if necessary, with any adjustments made after the end of the
year.
6. This agreement shall become effective on the date
hereof and shall continue in effect for successive twelve-month periods
provided that such continuance is specifically approved at least
annually by our Directors or by majority vote of the holders of our
outstanding voting securities (as defined in the Act), and, in either
case, by a majority of our Directors who are not parties to this
agreement or interested persons, as defined in the Act, of any such
party (other than as directors of our corporation) provided further,
however, that if the continuation of this agreement is not approved,
you may continue to render to us 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 at any time,
without the payment of any penalty, by vote of a majority of our
outstanding voting securities (as so defined), or by a vote of a
majority of our Directors on sixty days' written notice to you, or
by you 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, or any
of the Directors of Alliance Capital Management Corporation, 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.
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 Growth and
Income Fund, Inc
By:
________________________
Xxxx X. Xxxxxx
Secretary
Accepted as Amended: December 7, 2000 and September 7, 2004
Alliance Capital Management L.P.
By: Alliance Capital Management
Corporation, General PartnerBy:
________________________
Xxxx X. Xxxxx
Executive Vice President
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