Exhibit 99(d)
ADVISORY AGREEMENT
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC.
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September 17, 1992, (As amended as of
October 13, 1998, September 7, 2004 and
June 14, 2006)
AllianceBernstein L.P.
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Dear Sirs:
We, the undersigned AllianceBernstein Large Cap 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 (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 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 shall continue in effect
thereafter with respect to each portfolio so long as its 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
AllianceBernstein 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," "▇▇▇▇▇▇▇▇▇" 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," "▇▇▇▇▇▇▇▇▇" 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 mark 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 Large Cap Growth Fund, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
▇▇▇▇▇▇ to and accepted as of
September 17, 1992, as amended
October 13, 1998, September 7, 2004 and June 14, 2006
AllianceBernstein L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Secretary