EXHIBIT (c)(2)
ADVISORY AGREEMENT
Alliance World Dollar Government Fund, Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
October 29, 1992
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
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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
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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,
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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;
(1) 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 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 1.00% 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
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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 on which our pending Registration Statement on Form N-2
relating to our shares becomes effective and shall remain in
effect until the first meeting of our shareholders held
after such date and, if approved by the vote of a majority
of the outstanding voting securities, as defined in the Act,
at such meeting, shall continue in effect until
September 30, 1994 and may be continued for successive
twelve-month periods (computed from each October 1) provided
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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
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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
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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 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
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 /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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