BYLAWS
of
ALLIANCEBERNSTEIN TRUST
Dated as of December 12, 2000
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Principal Office of the Trust. A principal office of the Trust shall be
located in New York, New York. The Trust may have other principal offices
within or without of the State of New York as the Trustees may determine or as
they may authorize.
1.2 Agreement and Declaration of Trust. These Bylaws shall be subject to the
Agreement and Declaration of Trust, as amended and restated from time to time
(the "Declaration of Trust"), of AllianceBernstein Trust, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time
to time determine, provided that notice of the first regular meeting following
any such determination shall be given to absent Trustees. A regular meeting of
the Trustees may be held without call or notice immediately after and at the
same place as the annual meeting of the shareholders.
2.2 Special Meetings. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting when called by the
Chairman of the Board, the President or the Treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the
Secretary or an Assistant Secretary or by the officer or the Trustees calling
the meeting.
2.3 Notice. It shall be sufficient notice to the Trustee of a special meeting
to send notice by mail at least forty-eight hours or by telegram, telex or
telecopy or other electronic facsimile transmission method at least twenty-four
hours before the meeting addressed to the Trustee at his or her usual or last
known business or residence address or to give notice to him or her in person
or by telephone or electronic means (including by e-mail) at least twenty-four
hours before the meeting. Notice of a meeting need not be given to any Trustee
if a written waiver of notice, executed by him or her, before or after the
meeting, is filed with the records of the meeting, or to any Trustee who
attends the meeting without protesting prior thereto or at its commencement the
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lack of notice to him or her. Neither notice of a meeting nor a waiver of a
notice need specify the purposes of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of the Trustees then in
office shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without further notice to
any Trustee who was present at the time of such adjournment; notice of the time
and place of any adjourned session of such meeting shall, however, be given in
the manner provided in Section 2.3 of these Bylaws to each Trustee who was not
present at the time of such adjournment.
2.5 Action by Vote. When a quorum is present at any meeting, a majority of
Trustees present may take any action, except when a larger vote is expressly
required by law, by the Declaration of Trust or by these Bylaws.
2.6 Action by Writing. Except as required by law, any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting if a majority of the Trustees (or such larger proportion thereof as
shall be required by any express provision of the Declaration of Trust or these
Bylaws) consent to the action in writing and such written consents are filed
with the records of the meetings of the Trustees. Such consent shall be
treated for all purposes as a vote taken at a meeting of Trustees.
2.7 Presence through Communications Equipment. Except as required by law, the
Trustees may participate in a meeting of Trustees by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.
ARTICLE 3
Officers
3.1 Enumeration: Qualification. The officers of the Trust shall be a Chairman
of the Board, a President, a Treasurer, a Secretary, and such other officers,
if any, as the Trustees from time to time may in their discretion elect. The
Trust may also have such agents as the Trustees from time to time may in their
discretion appoint. Any officer may but need not be a Trustee or a
shareholder. Any two or more offices may be held by the same person.
3.2 Election. The Chairman of the Board, the President, the Treasurer, and
the Secretary shall be elected annually by the Trustees. Other officers, if
any, may be elected or appointed by the Trustees at said meeting or at any
other time. Vacancies in any office may be filled at any time.
3.3 Tenure. The Chairman of the Board, the President, the Treasurer and the
Secretary shall hold office until their respective successors are chosen and
qualified, or in each case until
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he or she sooner dies, resigns, is removed or becomes disqualified. Each other
officer shall hold office and each agent shall retain authority at the pleasure
of the Trustees.
3.4 Powers. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
3.5 Chairman of the Board. If a Chairman of the Board of Trustees is elected,
he shall have the duties and powers specified in these Bylaws and shall have
such other duties and powers as may be determined by the Trustees.
3.6 President and Vice Presidents. The President shall have the duties and
powers specified in these Bylaws and shall have such other duties and powers as
may be determined by the Trustees.
Any Vice Presidents shall have such duties and powers as shall be designated
from time to time by the Trustees.
3.7 Chief Executive Officer. The Chief Executive Officer of the Trust shall
be the Chairman of the Board, the President or such other officer as is
designated by the Trustees and shall, subject to the control of the Trustees,
have general charge and supervision of the business of the Trust and, except as
the Trustees shall otherwise determine, preside at all meetings of the
shareholders and of the Trustees. If no such designation is made, the Chairman
of the Board shall be the Chief Executive Officer.
3.8 Treasurer. The Treasurer shall be the chief financial and accounting
officer of the Trust, and shall, subject to the provisions of the Declaration
of Trust and to any arrangement made by the Trustees with a custodian,
investment adviser or manager, or transfer, shareholder servicing or similar
agent, be in charge of the valuable papers, books of account and accounting
records of the Trust, and shall have such other duties and power as may be
designated from time to time by the Trustees or by the President.
3.9 Secretary. The Secretary shall record all proceedings of the shareholders
and the Trustees in books to be kept therefor, which books or a copy thereof
shall be kept at the principal office of the Trust. In the absence of the
Secretary from any meeting of the shareholders or Trustees, an Assistant
Secretary, or if there be none or if he or she is absent, a temporary secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books.
3.10 Resignations. Any officer may resign at any time by written instrument
signed by him or her and delivered to the Chairman, the President or the
Secretary or to a meeting of the Trustees. Such resignation shall be effective
upon receipt unless specified to be effective at some other time. The Trustees
may remove any officer with or without cause. Except to the extent expressly
provided in a written agreement with the Trust, no officer resigning and no
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officer removed shall have any right to any compensation for any period
following his or her resignation or removal, or any right to damages on account
of such removal.
ARTICLE 4
Committees
4.1 Quorum; Voting. Except as provided below or as otherwise specifically
provided in the resolutions constituting a Committee of the Trustees and
providing for the conduct of its meetings, a majority of the members of any
Committee of the Trustees shall constitute a quorum for the transaction of
business, and any action of such a Committee may be taken at a meeting by a
vote of a majority of the members present (a quorum being present) or evidenced
by one or more writings signed by such a majority. Members of a Committee may
participate in a meeting of such Committee by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other at the same time and participation by such
means shall constitute presence in person at a meeting.
With respect to a Valuation Committee of the Trustees, 50% of more of the
Committee members shall constitute a quorum for the transaction of business.
Except as specifically provided in the resolutions constituting a Committee of
the Trustees and providing for the conduct of its meetings, Article 2, Section
2.3 of these Bylaws relating to special meetings shall govern the notice
requirements for Committee meetings, except that it shall be sufficient notice
to a Valuation Committee of the Trustees to send notice by telegram, telex or
telecopy or other electronic means (including by telephone voice-message or
e-mail) at least fifteen minutes before the meeting.
ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render reports at the time and
in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 General. Except as from time to time otherwise provided by the Trustees,
the initial fiscal year of the Trust shall end on such date as is determined in
advance or in arrears by the Treasurer, the subsequent fiscal years shall end
on such date in subsequent years.
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ARTICLE 7
Seal
7.1 General. The seal of the Trust shall consist of a flat faced die with the
word "Massachusetts", together with the name of the Trust and the year of its
organization cut or engraved thereon but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
Provisions Relating to the Conduct of the Trust's Business
9.1 Determination of Net Asset Value Per Share. The net asset value per share
of each class and each series of shares of the Trust shall be determined in
accordance with the Investment Company Act of 1940, as amended, and the rules
and regulations thereunder (the "1940 Act") and any related procedures adopted
by the Trustees from time to time.
ARTICLE 10
Indemnification
10.1 Trustees, Officers, etc. The Trust shall indemnify each of its Trustees
and officers (including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust has any
interest as a shareholder, creditor or otherwise) (hereinafter referred to as a
"Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of any alleged act or
omission as a Trustee or officer or by reason of his or her being or having
been such a Trustee or officer, except with respect to any matter as to which
such Covered Person shall have been finally adjudicated in any such action,
suit or other proceeding not to have acted in good faith in the reasonable
belief that such Covered Person's action was in the best interest of the Trust
and except that no Covered Person shall be indemnified against any liability to
the Trust or its shareholders to which such Covered Person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Covered
Person's
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office. Expenses, including counsel fees so incurred by any such
Covered Person, may be paid from time to time by the Trust in advance of the
final disposition of any such action, suit or proceeding on the condition that
the amounts so paid shall be repaid to the Trust if it is ultimately determined
that indemnification of such expenses is not authorized under this Article;
provided, however, that (1) such Covered Person shall provide a security for
his undertaking to repay the advance if it is ultimately determined that
indemnification is not authorized under this Article, (2) the Trust shall be
insured against losses arising by reason of any lawful advances, or (3) a
majority of a quorum of disinterested, non-party directors of the Trust, or an
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts, that there is reason to believe that such
Covered Person ultimately will be found entitled to indemnification under this
Article. In the case of such a determination or opinion, the relevant
disinterested, non-party directors or independent legal counsel, as the case
may be, shall afford the Covered Person a rebuttable presumption that he has
not engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
10.2 Compromise Payment. As to any matter disposed of by a compromise payment
by any such Covered Person referred to in Section 4.1 above, pursuant to a
consent decree or otherwise, no such indemnification either for said payment or
for any other expenses shall be provided unless such compromise shall be
approved as in the best interests of the Trust, after notice that it involved
such indemnification, (a) by a disinterested majority of the Trustees then in
office; or (b) by a majority of the disinterested Trustees then in office; or
(c) by any disinterested person or persons to whom the question may be referred
by the Trustees, provided that in the case of approval pursuant to clause (b)
or (c) there has been obtained an opinion in writing of independent legal
counsel to the effect that such Covered Person appears to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of the Trust and that such indemnification would not protect such person
against any liability to the Trust or its shareholders to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
office; or (d) by vote of shareholders holding a majority of the Shares
entitled to vote thereon, exclusive of any Shares beneficially owned by any
interested Covered Person. Approval by the Trustees pursuant to clause (a) or
(b) or by any disinterested person or persons pursuant to clause (c) of this
Section shall not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with any of such clauses as
indemnification if such Covered Person is subsequently adjudicated by a court
of competent jurisdiction not to have acted in good faith in the reasonable
belief that such Covered Person's action was in the best interests of the Trust
or to have been liable to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.
10.3 Indemnification Not Exclusive. The right of indemnification hereby
provided shall not be exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article 4, the term "Covered
Person" shall include such person's heirs, executors and administrators; an
"interested Covered Person" is one against whom the action, suit or other
proceeding in question or another action, suit or other proceeding on the same
or similar grounds
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is then or has been pending; and a "disinterested Trustee"
or "disinterested person" is a Trustee or a person against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending. Nothing contained
in this Article shall affect any rights to indemnification to which personnel
of the Trust, other than Trustees and officers, and other persons may be
entitled by contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any such person.
ARTICLE 11
Removal of Trustees
11.1 Written request for Removal. The Trustees shall promptly call a meeting
of shareholders for the purpose of voting upon the question of removal of any
Trustee when requested so to do by the record holders of not less than 10% of
the outstanding Shares.
11.2 Written Request for Meeting. Whenever ten or more Shareholders of record
who have been such for at least six months preceding the date of application,
and who hold in the aggregate Shares having a net asset value of at least 1 per
centum of the outstanding Shares, shall apply to the Trustees in writing,
stating that they wish to communicate with other Shareholders with a view to
obtaining signatures to a request for a meeting pursuant to this Article and
accompanied by a form of communication and request which they wish to transmit,
the Trustees shall within five business days after receipt of such application
either (a) afford to such applicants access to a list of the names and
addresses of all Shareholders as recorded on the books of the Trust; or (b)
inform such applicants as to the approximate number of Shareholders of record,
and the approximate cost of transmitting to them the proposed communication and
form of request. If the Trustees elect to follow the course specified in
clause (b), the Trustees, upon the written request of such applicants,
accompanied by a tender of the material to be transmitted and of the reasonable
expenses of transmittal, shall, with reasonable promptness, transmit such
material to all Shareholders of record at their addresses as recorded on the
books of the Trust (or at the telephone or facsimile number or e-mail or other
electronic address most recently furnished to the Trust (or its agent) by the
Shareholder), unless within five business days after such tender the Trustees
shall transmit to such applicants and file with the Securities and Exchange
Commission (the "Commission"), together with a copy of the material proposed to
be transmitted, a written statement signed by at least a majority of the
Trustees to the effect that in their opinion either such material contains
untrue statements of fact or omits to state facts necessary to make the
statements contained therein not misleading, or would be in violation of
applicable law, and specifying the basis of such opinion. If the Commission
shall enter an order refusing to sustain any of the objections specified in the
written statement so filed, or if, after the entry of an order sustaining one
or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all objections so sustained have been met, and
shall enter an order so declaring, the Trustees shall transmit copies of such
material to all Shareholders with reasonable promptness after the entry of such
order and the renewal of such tender.
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ARTICLE 12
Amendment to the Bylaws
12.1 General. These Bylaws may be amended or repealed, in whole or part, by a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such a majority.
ARTICLE 13
Miscellaneous
13.1 Proxy Instructions Transmitted by Telephonic or Electronic Means. The
placing of a shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
