EXHIBIT (c)(1)
ADVISORY AGREEMENT
ACM Managed Dollar Income Fund, Inc.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 22, 1993
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We, the undersigned ACM Managed Dollar Income 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
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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, 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
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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, 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.
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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 .75% 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. In addition, for
purposes of the calculation such fee, our average weekly net assets will be
deemed to be the average
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weekly value of our total assets minus the sum of our liabilities (which
liabilities exclude (a) the principal amount of any money borrowed by us or any
debt issued by us and (b) the aggregate liquidation preference of any of our
outstanding preferred stock). 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 continue in effect until September 30, 1995 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
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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
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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 "ACM". 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 "ACM" 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 xxxx 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.
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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,
ACM MANAGED DOLLAR INCOME
FUND, INC.
By /s/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: President
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/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
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