EXHIBIT (c)(3)
ADMINISTRATION AGREEMENT
Agreement made as of October 1, 1994, between ALLIANCE
WORLD DOLLAR GOVERNMENT FUND, INC., a Maryland corporation
(the "Fund"), and ALLIANCE CAPITAL MANAGEMENT L.P., a
Delaware limited partnership (the "Administrator").
WHEREAS, the Fund intends to operate as a closed-end
management investment company, and is so registered under
the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Fund has authorized the issuance of its
shares of common stock, par value $.01 per share (the
"Common Stock");
WHEREAS, the Fund wishes to retain the Administrator to
provide certain administrative services to the Fund under
the terms and conditions stated below, and the Administrator
is willing to provide such services for the compensation set
forth below;
NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, the parties agree as
follows:
1. Appointment. The Fund hereby appoints the
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Administrator to administer the Fund, and as such to furnish
the services set forth in paragraph 2 below and the
Administrator accepts such appointment and agrees that it
will furnish such services.
2. Services and Duties of the Administrator. Subject
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to the supervision of the Fund's Board of Directors, the
Administrator will provide the following services:
(a) oversee the determination and publication
of the Fund's net asset value in
accordance with the Fund's policy as
adopted from time to time by the Board of
Directors;
(b) oversee the maintenance of the books and
records of the Fund required under Rule
31a-l(b)(4) under the Investment Company
Act;
(c) arrange for bank or other borrowing by
the Fund, pursuant to the investment
adviser's determination of the lenders or
lenders, timing, amount and terms of any
such borrowing, in accordance with
authority granted by the Board of
Directors of the Fund;
(d) prepare the Fund's federal, state and
local income tax returns;
(e) prepare the financial information for the
Fund's proxy statements and quarterly,
semi-annual and annual reports to
shareholders;
(f) on the basis of the Fund's books and
records and information furnished by the
Fund or its investment adviser, prepare
the Fund's periodic financial and other
reports to the Securities and Exchange
Commission, the New York State Exchange
and other regulatory agencies or entities
as required;
(g) respond to or refer to the Fund's
officers or transfer agent, as
appropriate, shareholder inquiries
relating to the Fund;
(h) coordinate the audit examination with the
Fund's independent auditors for the
annual audit of the Fund and any required
periodic compliance examinations; and
(i) conduct asset maintenance tests and
prepare associated reports for purposes
of compliance reporting under the 1940
Act and guidelines.
All services to be furnished by the Administrator may be
furnished through the medium of any directors, officers or
employees of the Administrator. Each party shall bear all
its own expenses incurred in connection with this Agreement.
It is understood that the Administrator will from time to
time employ or associate with such persons, including one or
more of the Administrator's affiliates, as the Administrator
believes to be particularly fitted to assist the
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Administrator in the execution of its duties under this
Agreement, the cost of performance of such duties to be
borne and paid by the Administrator. No obligation may be
incurred on the Fund's behalf in any such respect.
3. Compliance with the Fund's Governing Documents and
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Applicable Law. In all matters relating to the performance
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of this Agreement, the Administrator will act in conformity
with the Articles of Incorporation, By-Laws and Registration
Statements of the Fund and with the directions of the Fund's
Board of Directors and Fund executive officers and will
conform to and comply with the requirements of the 1940 Act
and all other applicable federal or state laws and
regulations.
4. Service Not Exclusive. Except to the extent
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necessary to perform the Administrator's obligations under
this Agreement, nothing herein shall be deemed to limit or
restrict the Administrator's right, or the right of any of
the Administrator's employees, or any of the officers or
directors of Alliance Capital Management Corporation, the
Administrator's general partner, who may also be a Director,
officer or employee of the Fund, or persons otherwise
affiliated with the Fund (within the meaning of the 0000
Xxx) 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.
5. Compensation. For the services provided and
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expenses assumed by the Administrator under this Agreement,
the Fund will pay the Administrator a monthly fee at an
annualized rate of .15 of 1% of the Fund's average weekly
net assets. For purposes of the calculation of such fee,
average weekly net total 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 the Fund,
then the calculation will be based on the Fund's 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 this Agreement becomes effective after the
beginning of a month or terminates prior to the end of a
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month, such fee shall be prorated according to the
proportion which such portion of the month bears to the full
month.
6. Limitation of Liability of the Administrator. The
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Fund shall expect of the Administrator, and the
Administrator will give the Fund the benefit of, the
Administrator's best judgment and efforts in rendering these
services to the Fund, and the Fund agrees as an inducement
to the Administrator's undertaking these services that the
Administrator shall not be liable under this Agreement 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, the
Administrator against any liability to the Fund or to the
Fund's security holders to which the Administrator would
otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the
Administrator's duties under this Agreement, or by reason of
the Administrator's reckless disregard of the
Administrator's obligations and duties under this Agreement.
7. Assignment. This Agreement may not be transferred,
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assigned, sold or in any manner hypothecated or pledged by
the Administrator and this Agreement shall terminate
automatically in the event of any such transfer, assignment,
sale, hypothecation or pledge by the Administrator. 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. Duration and Termination. This Agreement shall
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become effective on the date hereof and shall continue in
effect until September 30, 1996 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 a vote of the Fund's Board of Directors
or by majority vote of the holders of the Fund's outstanding
voting securities (as defined in the 1940 Act), and in
either case, by the vote of a majority of the Fund's Board
of Directors who are not interested persons, as defined in
the 1940 Act, of any party to this Agreement (other than as
Directors of the Fund) cast in person at a meeting called
for the purpose of voting on such approval; provided
further, however, that if the continuation of this Agreement
is not approved, the Administrator may continue to render
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the services described herein in the manner and to the
extent permitted by the 1940 Act and the rules and
regulations thereunder. Upon the effectiveness of this
Agreement, it shall supersede all previous agreements
between the Fund and the Administrator covering the subject
matter hereof. This Agreement may be terminated at any
time, without the payment of any penalty, by a vote of a
majority of the Fund's outstanding voting securities (as so
defined), or by a vote of the Fund's Board of Directors on
60 days written notice to the Administrator, or by the
Administrator on 60 days written notice to the Fund.
9. Amendment of this Agreement. No provision of this
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Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver or
discharge or termination is sought.
10. Governing Law. This Agreement shall be construed
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in accordance with the laws of the State of New York,
provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
11. Miscellaneous. The captions of this Agreement are
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included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of
this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below
as of the day and year first above written.
ALLIANCE WORLD DOLLAR GOVERNMENT
FUND, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chairman
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ALLIANCE CAPITAL MANAGEMENT, L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION,
its General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
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