INVESTMENT ADVISORY AGREEMENT
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992,as amended as of May 1, 1997,
May 1, 2001, May 1, 2003, May 1, 2004 and
September 7, 2004
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, X.X. 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 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 and
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 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 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 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.
You are permitted to utilize the services of one or more Sub-Advisers
in connection with the management of the Global Bond Portfolio,
subject to your obtaining our prior approval of any such Sub-Advisory
Agreement.
(c) You will report to our Directors at each meeting thereof all
changes in each Portfolio since the prior report, and will also keep us
in touch with 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 companies whose securities are included in
our Portfolios, 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
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, 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 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 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
securities in each of our Portfolios 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. 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 promotional expenses to be borne by us in accordance
with an effective plan pursuant to Rule 12b-1 under the Act and costs of
printing our prospectuses and other reports to stockholders 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 acceptable 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 (1) 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 amount, 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 annual rate equal to the Applicable Percentage, as defined below,
of the average daily value of the net assets of each Portfolio managed
by you. 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. The Applicable Percentage shall be: (i) for our Money Market
Portfolio, .45 of 1% of the first $2.5 billion, .40 of 1% of the
excess over $2.5 billion up to $5 billion and .35 of 1% of the excess
over $5 billion of such Portfolio's aggregate net assets; (ii) for our
Premier Growth Portfolio, .75 of 1% of the first $2.5 billion, .65 of
1% of the excess over $2.5 billion up to $5 billion and .60 of 1% of
the excess over $5 billion of such Portfolio's aggregate net assets;
(iii) for our Growth and Income Portfolio, .55 of 1% of the first
$2.5 billion, .45 of 1% of the excess over $2.5 billion up to $5
billion and .40 of 1% of the excess over $5 billion of such
Portfolio's aggregate net assets; (iv) for our U.S. Government/High
Grade Securities Portfolio, .45 of 1% of the first $2.5 billion, .40
of 1% of the excess over $2.5 billion up to $5 billion and .35 of 1%
of the excess over $5 billion of such Portfolio's aggregate net
assets; (v) for our High-Yield Portfolio, .50 of 1% of the first
$2.5 billion, .45 of 1% of the excess over $2.5 billion up to $5
billion and .40 of 1% of the excess over $5 billion of such
Portfolio's average net assets; (vi) for our Total Return Portfolio,
..55 of 1% of the first $2.5 billion, .45 of 1% of the excess over $2.5
billion up to $5 billion and .40 of 1% of the excess over $5 billion of
such Portfolio's aggregate net assets; (vii) for our International
Portfolio, .75 of 1% of the first $2.5 billion, .65 of 1% of the
excess over $2.5 billion up to $5 billion and .60 of 1% of the excess
over $5 billion of such Portfolio's aggregate net assets; (viii) for
our Global Bond Portfolio, .45 of 1% of the first $2.5 billion, .40
of 1% of the excess over $2.5 billion up to $5 billion and .35 of 1%
of the excess over $5 billion of such Portfolio's aggregate net
assets; (ix) for our Americas Government Income Portfolio, .50 of 1%
of the first $2.5 billion, .45 of 1% of the excess over $2.5 billion
up to $5 billion and .40 of 1% of the excess over $5 billion of such
Portfolio's aggregate net assets; (x) for our Utility Income Portfolio,
..55 of 1% of the first $2.5 billion, .45 of 1% of the excess over
$2.5 billion up to $5 billion and .40 of 1% of the excess over $5
billion of such Portfolio's aggregate net assets; (xi) for our Global
Dollar Government Portfolio, .50 of 1% of the first $2.5 billion,
..45 of 1% of the excess over $2.5 billion up to $5 billion and .40 of
1% of the excess over $5 billion of such Portfolio's aggregate net
assets; (xii) for our Worldwide Privatization Portfolio, .75 of 1% of
the first $2.5 billion, .65 of 1% of the excess over $2.5 billion up
to $5 billion and .60 of 1% of the excess over $5 billion of such
Portfolio's aggregate net assets; (xiii) for our Growth Portfolio,
..75 of 1% of the first $2.5 billion, .65 of 1% of the excess over
$2.5 billion up to $5 billion and .60 of 1% of the excess over $5
billion of such Portfolio's average net assets; (xiv) for our
Technology Portfolio, .75 of 1% of the first $2.5 billion, .65 of 1%
of the excess over $2.5 billion up to $5 billion and .60 of 1% of the
excess over $5 billion of such Portfolio's aggregate net assets;
(xv) for our Small Cap Growth Portfolio, .75 of 1% of the first
$2.5 billion, .65 of 1% of the excess over $2.5 billion up to $5
billion and .60 of 1% of the excess over $5 billion of such
Portfolio's aggregate net assets; (xvi) for our Real Estate
Investment Portfolio, .55 of 1% of the first $2.5 billion, .45
of 1% of the excess over $2.5 billion up to $5 billion and .40 of
1% of the excess over $5 billion of such Portfolio's average net
assets; (xvii) for our AllianceBernstein International Value
Portfolio, .75 of 1% of the first $2.5 billion, .65 of 1% of the
excess over $2.5 billion up to $5 billion and .60 of 1% of the excess
over $5 billion of such Portfolio's average net assets; (xviii) for
our AllianceBernstein Small Cap Value Portfolio, .75 of 1% of the
first $2.5 billion, .65 of 1% of the excess over $2.5 billion up to
$5 billion and .60 of 1% of the excess over $5 billion of such
Portfolio's average net assets; (xix) for our AllianceBernstein Value
Portfolio, .55 of 1% of the first $2.5 billion, .45 of 1% of the
excess over $2.5 billion up to $5 billion and .40 of 1% of the excess
over $5 billion of such Portfolio's average net assets; (xx) for
our AllianceBernstein U.S. Large Cap Blended Style Portfolio, .65 of
1% of the first $2.5 billion, .55 of 1% of the excess over $2.5
billion up to $5 billion and .50 of 1% of the excess over $5 billion
of such Portfolio's average daily net assets; (xxi) for our
AllianceBernstein Wealth Appreciation Strategy Portfolio, 0.65% of
the first $2.5 billion in average daily net assets, 0.55% of the
second $2.5 billion in average daily net assets and 0.50% of the
excess over $5 billion in average daily net assets; and (xii) for
our AllianceBernstein Balanced Wealth Strategy Portfolio, 0.55% of
the first $2.5 billion in average daily net assets, 0.45% of the
second $2.5 billion in average daily net assets and 0.40% of the
excess over $5 billion in average daily net assets.
6. This agreement shall become effective on the date hereof and
shall remain in effect with respect to each Portfolio until December
31, 19971 and thereafter for successive twelve-month periods (computed
from each January 1) with respect to each such Portfolio provided
that such continuance is specifically approved at least annually by
our Directors 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 Directors who are not parties to
this agreement or interested persons, as defined in the Act, of any
such party (other than as our directors) 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 Directors 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 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, your general partner, who
may also be a Director 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 corporation, trust, 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.
8. 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 the name of our corporation to a name not including the word
"Alliance". 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 name "Alliance" or any variation thereof, as
you may consider appropriate. Any such marks or symbols so made available
will remain your property and will have the right, upon notice in writing,
to require us to cease the use of such xxxx or symbol at any time.
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 Variable Products Series Fund, Inc.
By:
________________________
Xxxx X. Xxxxxx
Secretary
Accepted:
July 22, 1992, as
amended as of May 1, 1997,
May 1, 2001, May 1, 2003,
May 1, 2004 and September 7, 2004
Alliance Capital Management L.P.
By: Alliance Capital Management Corporation,
its General Partner
By:
________________________
Xxxx X. Xxxxx
Executive Vice President
S:\MF_Legal\Advisory Agreements\9-7-04 AVP.doc
1 December 31, 1998 with respect to Real Estate Investment Portfolio,
April 30, 2003 with respect to AllianceBernstein International Value
Portfolio, AllianceBernstein Small Cap Value Portfolio and
AllianceBernstein Value Portfolio, April 30, 2005 with respect to
AllianceBernstein U.S. Large Cap Blended Style Portfolio and April 30,
2006 with respect to AllianceBernstein Wealth Appreciation Strategy
Portfolio and AllianceBernstein Balanced Wealth Strategy Portfolio.
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