ADVISORY AGREEMENT
ALLIANCEBERNSTEIN BALANCED SHARES, INC.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
July 22, 1992,
as amended September 7, 2004
Alliance Capital Management L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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 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 Security 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 our 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 our portfolio securities. 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 our portfolio
securities 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 Directors at each meeting thereof all
changes in our portfolio since the prior report, and will also keep us in touch
with important developments affecting our 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 portfolio, 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 our portfolio
securities 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 our
investment objective, policies and restrictions.
(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 our portfolio securities 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 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 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 our net expenses (except interest, taxes, brokerage, distribution service
fees paid in accordance with an effective plan pursuant to Rule 12b-1 under the
Act, 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 in any such year
exceeds the limits applicable 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 shareholder reports; (h) cost of
maintenance of our existence as a corporation; (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 judgement 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 fee at the
annual rate of .60 of 1% of the first $200 million, .50 of 1% of the excess over
$200 million up to $400 million and .40 of 1% of the excess over $400 million of
the average daily value of our net assets. 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.
6. This agreement shall become effective on the date hereof and shall
remain in effect until September 30, 1993 and thereafter for successive
twelve-month periods (computed from each October 1) provided that such
continuance is specifically approved at least annually by our Directors or by
majority vote of the holders of our outstanding voting securities (as defined in
the Act), 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 directors of our corporation) provided further,
however, that if the continuation of this agreement is not approved, you may
continue to render to us 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
at any time, without the payment of any penalty, by vote of a majority of our
outstanding voting securities (as so defined), or by a vote of a majority of our
Directors on sixty days' written notice to you, or by you 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 any 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, 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.
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 Balanced
Shares, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
Accepted: July 22, 1992, as amended September 7, 2004
Alliance Capital Management L.P.
By: Alliance Capital Management
Corporation, general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
00250.0236 #456950v2