ADVISORY AGREEMENT
ALLIANCEBERNSTEIN PREMIER GROWTH FUND, INC.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 17, 1992, (As amended as of
October 13, 1998 and September 7, 2004)
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We, the undersigned AllianceBernstein Premier 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 .75 of 1.00% of the first
$2.5 billion, .65 of 1.00% of the excess over $2.5 billion up to
$5 billion and .60 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 may
be continued for successive twelve-month periods (computed from
each August 1 thereafter) with respect to each portfolio provided
that such 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 Alliance Capital Management
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,
AllianceBernstein Premier Growth Fund, Inc.
By:
-----------------------------
Name:
Title:
Agreed to and accepted as of
September 17, 1992, as amended
October 13, 1998 and September 7, 2004
Alliance Capital Management L.P.
By: Alliance Capital Management
Corporation, its general partner
By:
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Name:
Title:
00250.0118 #457117v2
