Exhibit (d)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
This Amended and Restated Investment Advisory Agreement (this "Contract")
executed as of January 6, 2011 between THE ALLIANCEBERNSTEIN PORTFOLIOS, a
Massachusetts business trust (the "Trust"), on behalf of each of its portfolio
series listed on Exhibit A hereto (each a "Fund"), and ALLIANCEBERNSTEIN L.P., a
Delaware limited partnership ("Manager").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST AND FUNDS.
(a) Subject always to the control of the Trustees of the Trust, the
Manager will, at its expense, furnish continuously an investment program for
each Fund, will make investment decisions on behalf of each Fund and will,
subject to the provisions of paragraph (c), place all orders for the purchase
and sale of each Fund's portfolio securities. Subject always to the control of
the Trustees of the Trust, the Manager will also manage, supervise and conduct
the other affairs and business of the Trust and the Funds, and matters
incidental thereto. In the performance of its duties, the Manager will comply
with the provisions of the Agreement and Declaration of Trust and By-laws of the
Trust and each Fund's stated investment objectives, policies and restrictions
and will use its best efforts to safeguard and promote the welfare of the Trust
and the Funds and to comply with other policies which the Trustees may from time
to time determine.
(b) Except as otherwise provided below, the Manager, at its expense, will
furnish all necessary office space and equipment and provide persons, who may be
the Trust's officers, to render such clerical, accounting and other services
required for it to perform its duties hereunder. Such personnel may be employees
of the Manager or its affiliates. The Manager will pay all salaries, fees and
expenses of officers and Trustees of the Trust who are affiliated with the
Manager.
With respect to AllianceBernstein Wealth Appreciation Strategy and
AllianceBernstein Tax-Managed Wealth Appreciation Strategy, the Trust, on behalf
of AllianceBernstein Wealth Appreciation Strategy and AllianceBernstein
Tax-Managed Wealth Appreciation Strategy, will pay to the Manager or its
affiliates the cost of personnel for rendering clerical, accounting and other
services to AllianceBernstein Wealth Appreciation Strategy and AllianceBernstein
Tax-Managed Wealth Appreciation Strategy at such rates as shall from time to
time be agreed upon between the Manager and the Trust, provided that all time
devoted to the investment or reinvestment of securities in the Funds shall be
for the Manager's account.
(c) In the selection of brokers, dealers, or futures commissions merchants
(collectively, "brokers") and the placing of orders for the purchase and sale of
portfolio investments for each Fund, the Manager shall seek to obtain the most
favorable price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for each Fund
the most favorable price and execution available, the Manager, bearing in mind
each Fund's best interest at all times, shall consider all factors it deems
relevant, including, by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, the
timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker involved and the
quality of service rendered by the broker in other transactions. Subject to such
policies as the Trustees may determine, the Manager shall not be deemed to have
acted unlawfully or to have breached any duty created by this Contract or
otherwise solely by reason of its having caused any Fund to pay a broker that
provides brokerage and research services to the Manager an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker would have charged for effecting that transaction, if
the Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker, viewed in terms of either that particular transaction
or the Manager's overall responsibilities with respect to such Fund and to other
clients of the Xxxxxxx.xx to which the Manager exercises investment discretion.
The Trust hereby agrees with the Manager and with any Sub-Adviser selected by
the Manager as provided in Section 1(d) that any entity or person associated
with the Manager or such Sub-Adviser which is a member of a national securities
exchange is authorized to effect any transaction on such exchange for the
account of a Fund which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust hereby
consents to the retention of compensation for such transactions in accordance
with Rule 11a2- 2(T)(a)(2)(iv).
(d) Subject to the provisions of the Agreement and Declaration of Trust of
the Trust and the Investment Company Act of 1940, as amended, the Manager, at
its expense, may select and contract with one or more investment advisers (the
"Sub-Adviser") for any Fund to perform some or all of the services for which it
is responsible pursuant to paragraph (a) of this Section 1 (and any related
facilities or services for which it is responsible under paragraph (b) of this
Section 1). The Manager will compensate any Sub-Adviser of such Fund for its
services to such Fund. The Manager may terminate the services of any Sub-Adviser
at any time in its sole discretion, and shall at such time assume the
responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is
selected.
(e) The Manager shall not be obligated to pay any expenses of or for the
Trust or any Fund not expressly assumed by the Manager pursuant to this Section
1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or employee of,
or be otherwise interested in, the Manager, and in any person controlling,
controlled by or under common control with the Manager, and that the Manager and
any person controlling, controlled by or under common control with the Manager
may have an interest in the Trust or in any Fund. It is also understood that the
Manager and persons controlling, controlled by or under common control with the
Manager have and may have advisory, management service, distribution or other
contracts with other organizations and persons, and may have other interests and
businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Trust, on behalf of the Funds, will pay to the Manager as compensation
for the Manager's services rendered, for the facilities furnished and for the
expenses borne by the Manager pursuant to Section 1, a fee, computed and paid
monthly at the following annual rates applicable to the average daily net asset
value of each Fund:
Fund Annual Percentage Rate
---- ----------------------
AllianceBernstein Wealth Appreciation Strategy 0.65% on the first $2.5 billion
0.55% on the next $2.5 billion
0.50% thereafter
AllianceBernstein Tax-Managed Wealth Appreciation Strategy 0.65% on the first $2.5 billion
0.55% on the next $2.5 billion
0.50% thereafter
AllianceBernstein Balanced Wealth Strategy 0.55% on the first $2.5 billion
0.45% on the next $2.5 billion
0.40% thereafter
AllianceBernstein Tax-Managed Balanced Wealth Strategy 0.55% on the first $2.5 billion
0.45% on the next $2.5 billion
0.40% thereafter
AllianceBernstein Conservative Wealth Strategy 0.55% on the first $2.5 billion
0.45% on the next $2.5 billion
0.40% thereafter
AllianceBernstein Tax-Managed Conservative Wealth Strategy 0.55% on the first $2.5 billion
0.45% on the next $2.5 billion
0.40% thereafter
AllianceBernstein Growth Fund 0.75% on the first $2.5 billion
0.65% on the next $2.5 billion
0.60% thereafter
Such fee computed with respect to the net asset value of a Fund shall be
paid from the assets of such Fund. Such average daily net asset value of each
Fund shall be determined by taking an average of all of the determinations of
such net asset value during such month at the close of business on each business
day during such month while this Contract is in effect. Such fee shall be
payable for each month within five (5) business days after the end of such
month.
In the event that expenses of any Fund for any fiscal year (not including
any distribution expenses paid by such Fund pursuant to any distribution plan)
should exceed the expense limitation on investment company expenses enforced by
any statute or regulatory authority of any jurisdiction in which shares of such
Fund are qualified for offer and sale, the compensation due the Manager for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of any Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be effective with respect to such Fund, subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall bear the expenses
of such Fund to the extent required by such expense limitation.
If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
as to any Fund unless such amendment is approved at a meeting by the affirmative
vote of a majority of the outstanding shares of such Fund, and by the vote, cast
in person at a meeting called for the purpose of voting on such approval, of a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager or of any Sub-Adviser of the Trust. Shareholders of a
Fund not affected by any such amendment shall have no right to vote with respect
to such amendment.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
(a) This Contract shall become effective upon its execution, and shall
remain in full force and effect as to a particular Fund until September 2, 2005,
with respect to the AllianceBernstein Wealth Appreciation Strategy, the
AllianceBernstein Balanced Wealth Strategy, the AllianceBernstein Conservative
Wealth Strategy (previously, AllianceBernstein Wealth Preservation Strategy),
and the AllianceBernstein Tax-Managed Wealth Appreciation Strategy, and July 22,
1993, with respect to the AllianceBernstein Tax-Managed Balanced Wealth
Strategy, the AllianceBernstein Tax-Managed Conservative Wealth Strategy
(previously, AllianceBernstein Tax-Managed Wealth Preservation Strategy) and the
AllianceBernstein Growth Fund and continuously thereafter so long as its
continuance is specifically approved at least annually by the Trustees of the
Trust or the shareholders by the affirmative vote of a majority of the
outstanding shares of such Fund, and (ii) a majority of the Trustees of the
Trust who are not interested persons of the Trust or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on such approval
(unless terminated automatically as set forth in Section 4); provided, however,
that if the continuance of this Contract is submitted to the shareholders of
such Fund for their approval and such shareholders fail to approve such
continuance of this Contract as provided herein, the Manager may continue to
serve hereunder in a manner consistent with the Investment Company Act of 1940,
as amended, and the rules and regulations thereunder.
(b) Either party hereto may at any time terminate this Contract as to any
Fund by not more than sixty days' written notice delivered or mailed by
registered mail, postage prepaid, to the other party.
Action by the Trust under (b) above may be taken either (i) by vote of a
majority of its Trustees or (ii) by the affirmative vote of a majority of the
outstanding shares of the relevant Fund affected. Termination of this Contract
pursuant to this Section 5 shall be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Manager shall promptly notify the Trust in writing of the occurrence
of any of the following events: (a) the Manager shall fail to be registered as
an investment adviser under the Investment Advisers Act of 1940, as amended from
time to time, and under the laws of any jurisdiction in which the Manager is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement, (b) the Manager shall have been served or
otherwise have notice of any action, suit, proceeding, inquiry or investigation
at law or in equity, before or by any court, public board or body, involving the
affairs of the Trust or a Fund, and (c) there shall be any change in the
"control" (as defined in the Investment Company Act of 1940, as amended) of the
Manager.
7. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of a Fund means the affirmative vote, at a duly called
and held meeting of shareholders of such Fund (a) of the holders of 67% or more
of the shares of such Fund present (in person or by proxy) and entitled to vote
at such meeting, if the holders of more than 50% of the outstanding shares of
the Fund entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting, whichever is less. For the purposes of this
Contract, the terms "affiliated person," "control," "interested person" and
"assignment" shall have their respective meanings defined in the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act; the term "specifically approve at least
annually" shall be construed in a manner consistent with the Investment Company
Act of 1940, as amended, and the rules and regulations thereunder; and the term
"brokerage and research services" shall have the meaning given in the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.
8. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, to
any Fund or to any shareholder of any Fund, for any act or omission in the
course of, or connected with, rendering services hereunder.
9. USE OF NAME.
The Manager and its affiliates own the names "Alliance," "Xxxxxxxxx" and
"AllianceBernstein", which may be used by the Trust only with the consent of the
Manager. The Manager consents to the use by the Trust of any name embodying the
names "Alliance," "Xxxxxxxxx" and "AllianceBernstein", but only on the condition
and so long as (i) this Agreement shall remain in full force, (ii) the Trust or
any Fund, as the case may be, shall fully perform, fulfill and comply with all
provisions of this Agreement expressed herein to be performed, fulfilled or
complied with by it, and (iii) AllianceBernstein L.P. is the Manager of any
Fund. No such name shall be used by the Trust at any time or in any place or for
any purposes or under any conditions except as in this section provided. The
foregoing authorization by the Manager to the Trust to use the names "Alliance,"
"Xxxxxxxxx" and "AllianceBernstein" as part of a business or name is not
exclusive of the right of the Manager itself to use, or to authorize others to
use, the same; the Trust acknowledges and agrees that as between the Manager and
the Trust, the Manager has the exclusive right so to use, or authorize others to
use, said name, and the Trust agrees to take such action as may reasonably be
requested by the Manager to give full effect to the provisions of this section
(including, without limitation, consenting to such use of said name). Without
limiting the generality of the foregoing, the Trust agrees that, upon (i) any
termination of this Agreement by either party or (ii) the violation of any of
its provisions by the Trust or any Fund, as the case may be, the Trust will, at
the request of the Manager made within six months after such termination or
violation, use its best efforts to change the name of the Trust and each Fund so
as to eliminate all reference, if any, to the names "Alliance," "Xxxxxxxxx" and
"AllianceBernstein" and will not thereafter transact any business in a name
containing the names "Alliance," "Xxxxxxxxx" or "AllianceBernstein" in any form
or combination whatsoever, or designate itself as the same entity as or
successor to an entity of such name, or otherwise use the names "Alliance,"
"Xxxxxxxxx" or "AllianceBernstein" or any other reference to the Manager. Such
covenants on the part of the Trust shall be binding upon it, its Trustees,
officers, stockholders, creditors and all other persons claiming under or
through it.
10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust, as amended,
is on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of each of the
respective Funds.
11. SEPARATE CONTRACTS.
The Trust, on behalf of each Fund, shall be deemed to have entered into a
wholly separate Contract relating exclusively to each such Fund. Any amendment
to or termination of this Contract explicitly relating to one or more Funds
shall have no affect on, and shall not be considered to amend or terminate this
Contract with respect to, any other Fund.
IN WITNESS WHEREOF, THE ALLIANCEBERNSTEIN PORTFOLIOS and ALLIANCEBERNSTEIN
L.P. have each caused this Amended and Restated Investment Advisory Agreement to
be signed in duplicate on its behalf by its duly authorized representative, all
as of the day and year first above written.
THE ALLIANCEBERNSTEIN PORTFOLIOS
/s/ Xxxxxx X. Xxxxx
--------------------------
By: Xxxxxx X. Xxxxx
Title: Secretary
Accepted: January 6, 2011
ALLIANCEBERNSTEIN L.P.
/s/ Xxxxxx X. Xxxxx
--------------------------
By: Xxxxxx X. Xxxxx
Title: Assistant Secretary
Exhibit A to Investment Advisory Agreement
AllianceBernstein Wealth Appreciation Strategy
AllianceBernstein Balanced Wealth Strategy
AllianceBernstein Conservative Wealth Strategy
AllianceBernstein Tax-Managed Wealth Appreciation Strategy
AllianceBernstein Tax-Managed Balanced Wealth Strategy
AllianceBernstein Tax-Managed Conservative Wealth Strategy
AllianceBernstein Growth Fund
