ADVISORY AGREEMENT
Alliance World Dollar Government Fund, Inc.
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October 29, 1992,
as amended October 1, 2005
Alliance Capital Management L.P.
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Dear Sirs:
We, the undersigned Alliance World Dollar Government Fund, Inc., herewith
confirm our agreement with you as follows:
1. We are a closed-end, non-diversified management investment company
registered under the Investment Company Act of 1940 (the "Act"). We
propose to engage in the business of investing and reinvesting our assets
in securities ("the portfolio assets") of the type and in accordance with
the limitations specified in our Articles of Incorporation, Bylaws,
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, 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 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 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.
(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. Such
personnel may be employees of you or your affiliates. 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.
3. 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) brokerage and commission expenses; (c) federal,
state, local and foreign taxes, including issue and transfer taxes,
incurred by or levied on us; (d) interest charges on borrowings;
(e) our organizational and offering expenses, whether or not advanced
by you; (f) fees and expenses of registering our shares under the
appropriate federal securities laws and of qualifying our shares under
applicable state securities laws; (g) fees and expenses of listing and
maintaining the listing of our shares on any securities exchange;
(h) expenses of printing and distributing reports to shareholders;
(i) costs of proxy solicitation; (j) charges and expenses of our
administrator, custodians and registrar, transfer and dividend paying
agent; (k) compensation of our Directors, officers and employees who
do not devote any part of their time to your affairs or the affairs of
your affiliates other than us; (l) legal and auditing expenses;
(m) the cost of stock certificates representing shares of our common
stock; and (n) costs of stationery and supplies.
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 0.90% of our average weekly net assets. For purposes
of the calculation of such fee, average weekly net assets shall be
determined on the basis of the average net assets of the Fund for each
weekly period (ending on Friday) ending during the month. The net assets
for each weekly period are determined by averaging the net assets on the
Friday of such weekly period with the net assets on the Friday of the
immediately preceding weekly period. When a Friday is not a business
day for us, then the calculation will be based on our net assets on the
business day immediately preceding such Friday. Such fee shall be
payable in arrears on the last day of each calendar month for services
performed hereunder during such month. If our initial Registration
Statement is declared effective by the Securities and Exchange Commission
after the beginning of a month or this agreement 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 set forth
above and may be continued for successive twelve-month periods
(computed from each October 1) provided that such continuance is
specifically approved at least annually by our Board of 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 Board
of Directors who are not 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, you may continue to render 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 our Board of Directors on
60 days written notice to you, or by you 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
hereto 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 Alliance Capital Management 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 service of any kind to any other trust, corporation, firm,
individual or association.
(b) You will notify us of any change in the general partner 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 term "Alliance". 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 term "Alliance" 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 ▇▇▇▇ 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,
ALLIANCE WORLD DOLLAR GOVERNMENT
FUND, INC.
By: __________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
Agreed to and accepted
as of the date first set forth above.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its General Partner
By: _______________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
