MANAGEMENT AGREEMENT
between
ALLIANCEBERNSTEIN GLOBAL SMALL CAP FUND, INC.
and
ALLIANCE CAPITAL MANAGEMENT L.P.
MANAGEMENT AGREEMENT, made this 7th day of September,
2004, between ALLIANCEBERNSTEIN GLOBAL SMALL CAP FUND, INC., a
Maryland corporation (hereinafter called the "Investment
Corporation"), and ALLIANCE CAPITAL MANAGEMENT L.P., a Delaware
limited partnership (hereinafter called the "Manager").
WHEREAS, the Investment Corporation has been organized
for the purpose of investing its funds in securities and desires
to avail itself of the experience, sources of information,
advice, assistance and facilities available to the Manager and to
have the Manager perform for it various management, statistical,
accounting and clerical services; and the Manager is willing to
furnish such advice, facilities and services on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed as follows:
1. The Investment Corporation hereby employs the
Manager to manage the investment and reinvestment of the assets
of the Investment Corporation and to administer its affairs,
subject to the overall supervision of the Board of Directors of
the Investment Corporation for the period and on the terms as set
forth herein. The Manager hereby accepts such employment and
agrees during such period to render the services and to assume
the obligations as set forth herein for the compensation provided
herein.
2. The Manager will recommend from time to time to the
Board of Directors or a committee thereof a general investment
program and, subject to the overall supervision of the Board of
Directors of the Investment Corporation, will manage the
investment and reinvestment of the assets of the Investment
Corporation. Such general investment program and the
implementation thereof will be in accordance with the policies
and restrictions set forth in the Investment Corporation's
Registration Statement under the Investment Company Act of 1940
and its Prospectus which is part of its Registration Statement
under the Securities Act of 1933, and such other policies as may
from time to time be adopted by the Board of Directors.
3. The Manager will at its expense provide the
Investment Corporation with management supervision and office
facilities subject to the overall supervision of the Board of
Directors of the Investment Corporation and shall authorize and
permit any of its directors, officers and employees, who may be
elected as directors or officers of the Investment Corporation,
to serve in the capacities in which they are elected. The Manager
or its affiliates will also provide persons, who may be officers
of the Investment Corporation, to render such clerical,
accounting, administrative and other services to the Investment
Corporation as the Investment Corporation may from time to time
request of the Manager. Such personnel may be employees of the
Manager or the Manager's affiliates. The Investment Corporation
will pay to the Manager or its affiliates the cost of such
personnel for rendering such services to the Investment
Corporation at such rates as shall from time to time be agreed
upon between the Investment Corporation and the Manger, provided
that all time devoted to the investment or reinvestment of
securities of the Investment Corporation shall be for the
Manager's account. All services to be furnished by the Manager
under this Agreement may be furnished through the medium of any
such directors, officers or employees of the Manager.
Except as otherwise expressly provided above, the Investment
Corporation assumes and will pay expenses of the Investment
Corporation, including without limitation:
(a) the fees and expenses of directors who are not
affiliated persons of the Manager,
(b) the fees and expenses of the custodian which
relate to (i) the custodial function and the
recordkeeping connected therewith, (ii) the providing
of records to the Manager useful to the Manager in
connection with the Manager's obligation to maintain
the required accounting records of the Investment
Corporation, (iii) the pricing of the shares of the
Investment Corporation, and (iv) for mail orders, the
cashiering function in connection with the issuance and
redemption of the Investment Corporation's securities,
(c) the fees and expenses of the Investment
Corporation's transfer agent or shareholder servicing
agent, which may be the custodian, which relate to (i)
maintenance of each shareholder account, including all
transactions in that account from regular corporate
transactions or in accordance with various investment
or withdrawal plans provided by the Investment
Corporation, (ii) providing information with respect to
dealers, if any, who participated in the sale of
Investment Corporation shares, and (iii) providing
information necessary in computing the amount available
for a shareholder' privilege to purchase other funds
managed by the Manager or any of its affiliates,
(d) the charges and expenses of auditors,
(e) brokers commissions and any issue or transfer
taxes chargeable to the Investment Corporation in
connection with its securities transactions,
(f) all taxes and corporate fees payable by the
Investment Corporation to federal, state or other
governmental agencies,
(g) the allocated portion of the fees of any trade
association of which the Investment Corporation may be
a member,
(h) the cost of stock certificates representing
shares of the Investment Corporation,
(i) the fees and expenses involved in registering
and maintaining registrations of the Investment
Corporation and of its shares with the Securities and
Exchange Commission,
(j) all expenses of shareholders' and directors'
meetings and of preparing and printing reports to
shareholders in the amount necessary for distribution
to the shareholders, and
(k) the charges and expenses of legal counsel for
the Investment Corporation in connection with legal
matters relating to the Investment Corporation,
including without limitation, legal services rendered
in connection with the Investment Corporation's
corporate existence, corporate and financial structure
and relations with its shareholders, and registrations
and qualifications of securities under federal law, and
litigation.
4. With respect to the Investment Corporation's
portfolio securities, the Manager shall purchase such securities
from or through and sell such securities to or through such
persons, brokers or dealers as it shall deem appropriate. In
placing orders for such purchases and sales which are being
placed with brokers and dealers in accordance with a policy of
seeking "best execution" of such orders, it is recognized that
the Manager may give consideration to the relationships of the
Manager or its parent with brokers or dealers and to research,
statistical and other services furnished by brokers or dealers to
the Manager or its parent for their use. No security transactions
shall be executed through any broker-dealer affiliated with the
Manager without the specific approval of a majority of the
directors of the Investment Corporation who are not affiliated
persons of the Manager.
Notwithstanding the above paragraph, it is understood
that it is desirable for the Manager to have access to
supplemental research and security and economic analysis provided
by brokers and of use to the Investment Corporation, even though
such access may require the allocation of brokerage business to
brokers who execute brokerage transactions at higher rates to the
Investment Corporation than may be available from other brokers
who are providing only execution service. Similarly, it is
important to the Investment Corporation for the Manager to have
good business relationships with broker-dealers who, in the
Manager's judgment, are important block traders, or who have
special knowledge of potential buyers and sellers of substantial
blocks of, or who are important dealers in, securities which the
Investment Corporation may wish to buy or sell. Therefore, the
Manager is authorized to place orders for the purchase and sale
of the Investment Corporation's securities with such brokers,
subject to the review by the Board of Directors from time to time
with respect to the extent and continuation of this policy. It is
understood that the services provided by such brokers may also be
useful to the Manager or its parent in connection with service to
other clients.
The Board of Directors may authorize the payment by the
Investment Corporation of additional compensation to others for
consulting services, supplemental research and security and
economic analysis. Such authorization may be on the Board's own
initiative or based on recommendations by the Manager. The Board
may also determine to the extent permitted by generally accepted
accounting principles that such payments may be charged to
principal or income of the Investment Corporation as they deem
appropriate depending on the purpose of such charges and the
extent to which such services replace brokerage information which
was previously paid for by brokerage commissions.
5. No director, officer or employee of the Investment
Corporation shall receive from the Investment Corporation any
salary or other compensation as such director, officer or
employee while he is at the same time a director, officer or
employee of the Manager. This paragraph shall not apply to
consultants and other persons who are not regular members of the
Manager's staff.
6. As compensation for the services performed and the
facilities furnished by the Manager, including the services of
any consultants retained by the Manager, the Investment
Corporation shall pay the Manager, as promptly as possible after
the last day of each month a fee, as per the annual rate of .75
of 1.00% of the first $2.5 billion, .65 of 100% of the excess
over $2.5 billion up to $5 billion and .60 of 100% of the excess
over $5 billion of the average daily net assets of the Investment
Corporation during the month.
The amount of the fee payable for each month shall be reduced by
the amount (if any) paid by the Investment Corporation for such
month as compensation to officers of the Investment Corporation.
If this Agreement becomes effective after the beginning
of such quarter or is terminated as of any date not the last day
of a month, such fee shall be paid as promptly as possible after
such date of termination, and shall be based on the average daily
net assets of the Investment Corporation in the period from the
beginning of such month to such date of termination and shall be
that proportion of such daily net assets as the number of
business days in such period bears to the number of business days
in such month. The reduction in the fee for compensation paid to
officers shall be similarly prorated. The average daily net
assets of the Investment Corporation shall in all cases be based
only on business days and be computed as of the time for closing
of the New York Stock Exchange. Each such payment shall be
accompanied by a report of the Investment Corporation prepared
either by the Investment Corporation or by a reputable firm of
independent accountants which shall show the amount properly
payable to the Manager under this Agreement and the detailed
computation thereof. In the event that total expenses of the
Investment Corporation for any fiscal year, including the
Manager's compensation but excluding interest, taxes, brokerage
commissions and extraordinary expenses, should exceed the lowest
applicable annual expense limitation established pursuant to the
statutes or regulations of any jurisdiction in which shares of
the Investment Corporation are then qualified for offer and sale,
the compensation due the Manager shall be reduced by the amount
for such year of such excess.
7. The Manager assumes no responsibility under this
Agreement other than to render the services called for hereunder.
8. (a) Nothing in this Agreement shall limit or
restrict 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 the
Investment Corporation to engage in any other business or to
devote his time and attention in part to the management or other
aspects of any business, whether of a similar nature or a
dissimilar nature, nor to limit or restrict the right of the
Manager to engage in any other business or to render services of
any kind to any other 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. As used in this Agreement, the terms "security" and
"net assets", defined in Article Eighth of the Articles of
Incorporation of the Investment Corporation, shall have the
meanings ascribed to them therein; and the terms "assignment" and
"majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a) (4) and 2(a) (42),
respectively, of the Investment Company Act of 1940.
10. This Agreement shall terminate automatically in the
event of its assignment.
11. This Agreement may be terminated at any time,
without the payment of any penalty, (a) by the Board of Directors
of the Investment Corporation or by vote of a majority of the
outstanding voting securities of the Investment Corporation by
written notice given not less than 60 days prior to the
termination date addressed to the Manager at its principal place
of business; and (b) by the Manager on any January by written
notice given not less than sixty days prior to such January 1
addressed to the Investment Corporation at its principal place of
business.
12. This Agreement shall be submitted for approval to
the Board of Directors of the Investment Corporation annually.
This Agreement shall continue in effect only so long as its
continuance is specifically approved annually by the Board of
Directors of the Investment Corporation or by vote of a majority
of the outstanding voting securities of the Investment
Corporation. In either case, the vote of a majority of the
directors who are not "interested persons" (as defined in the
Investment Company Act of 1940) of either party to the Agreement
cast in person at a meeting called for the purpose of voting on
such approval is also required.
13. This Agreement shall become effective on the date
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.
ALLIANCEBERNSTEIN GLOBAL SMALL
CAP FUND, INC.
By:
---------------------------
Name:
Title:
Accepted: As of July 22, 1992, as amended September 7, 2004
Alliance Capital Management L.P.
By Alliance Capital Management Corporation,
its general partner
By:
--------------------------
Name:
Title:
00250.0176 #456992v2