ADVISORY AGREEMENT
Alliance World Dollar Government Fund II, Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
July 27, 1993
Alliance Capital Management L.P.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
We, the undersigned Alliance World Dollar Government
Fund II, 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,
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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
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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, and 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.
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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, and our
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
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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 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 our average
net assets 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
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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 continue in effect
until September 30, 1994 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.
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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
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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 II, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President, Chief Operating Officer
and Chief Financial Officer
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00250153.AD1
