EXPENSE LIMITATION AGREEMENT
ALLIANCE CAPITAL MANAGEMENT L.P.
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July 10, 2002
ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC.
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Dear Sirs:
Alliance Capital Management L.P. herewith confirms our
agreement with you as follows:
1. You are an open-end, diversified management
investment company registered under the Investment Company Act of
1940, as amended (the "Act"), and are authorized to issue shares
of separate series (portfolios), with each portfolio having its
own investment objective, policies and restrictions. You propose
to engage in the business of investing and reinvesting the assets
of each of your portfolios in accordance with applicable
limitations. Pursuant to an Advisory Agreement dated as of July
9, 2002 (the "Advisory Agreement"), you have employed us to
manage the investment and reinvestment of such assets.
2. We hereby agree that, notwithstanding any provision
to the contrary contained in the Advisory Agreement, we shall
limit as provided herein the aggregate expenses of every
character incurred by your U.S. Large Cap Portfolio (the
"Portfolio"), including but not limited to the fees ("Advisory
Fees") payable to us pursuant to the Advisory Agreement (the
"Limitation"). Under the Limitation, we agree that, through
August 31, 2003, such expenses shall not exceed a percentage (the
"Percentage Expense Limitation") of the average daily net assets
of the Portfolio equal to, on an annualized basis, 1.65% in the
case of the Class A shares, 2.35% in the case of the Class B
shares and the Class C shares and 1.35% in the case of the
Adviser Class shares. To determine our liability for the
Portfolio's expenses in excess of the Percentage Expense
Limitation, the amount of allowable fiscal-year-to-date expenses
shall be computed daily by prorating the Percentage Expense
Limitation based on the number of days elapsed within the fiscal
year of the Portfolio, or limitation period, if shorter (the
"Prorated Limitation"). The Prorated Limitation shall be compared
to the expenses of the Portfolio recorded through the current day
in order to produce the allowable expenses to be recorded for the
current day (the "Allowable Expenses"). If Advisory Fees and
other expenses of the Portfolio for the current day exceed the
Allowable Expenses, Advisory Fees for the current day shall be
reduced by such excess ("Unaccrued Fees"). In the event such
excess exceeds the amount due as Advisory Fees, we shall be
responsible to the Portfolio for the additional excess ("Other
Expenses Exceeding Limit"). If cumulative Unaccrued Fees or
cumulative Other Expenses Exceeding Limit remain at August 31,
2003, these amounts shall be paid to us in the future, provided
that (1) no such payment shall be made to us after August 31,
2005, (2) such payment shall be made only to the extent that it
does not cause the Portfolio's aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation,
and (3) no such payment shall be made to us to the extent that
the aggregate of such payments would exceed the amount of
organizational and offering expenses (as defined by the Financial
Accounting Standards Board) recorded by you for financial
reporting purposes on or before August 31, 2003.
3. Nothing in this Agreement shall be construed as
preventing us from voluntarily limiting, waiving or reimbursing
your expenses outside the contours of this Agreement during any
time period before or after August 31, 2003; nor shall anything
herein be construed as requiring that we limit, waive or
reimburse any of your expenses either after August 31, 2003, or,
except as expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date
hereof and remain in effect until August 31, 2005. This Agreement
may be terminated by either party hereto upon not less than 60
days' prior written notice to the other party. Upon the
termination or expiration hereof, we shall have no claim against
you for any amounts not reimbursed to us pursuant to the
provisions of paragraph 2.
5. 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,
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By
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Agreed to and accepted
as of the date first set forth above.
ALLIANCEBERSTEIN BLENDED STYLE SERIES, INC.
By
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00250.0437 #334872