ADVISORY AGREEMENT
ALLIANCE GROWTH AND INCOME FUND, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We are an open-end, diversified management
investment company registered under the Investment Company Act of
1940 (the "Act"). We are engaged in the business of investing
and reinvesting our assets in securities of the type and in
accordance with the limitations specified in our Articles of
Incorporation, By-Laws, Registration Statement filed with the
Securities and Exchange Commission under the Security Act of 1933
and the Act, and any representations made in our Prospectus and
Statement of Additional Information, all in such manner and to
such extent as may from time to time be authorized by our
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 our 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 our portfolio securities. 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 our
assets. In all purchases, sales and other transactions in our
portfolio securities 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 Directors at each
meeting thereof all changes in our portfolio since the prior
report, and will also keep us in touch with important
developments affecting our portfolio 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 companies 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
our portfolio securities as you may believe appropriate or as we
reasonably may request. In making such purchases and sales of
securities, you will bear in mind the policies set from time to
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time by our Directors as well as the limitations imposed by our
Articles of Incorporation and our Registration Statement under
the Act and the Securities Act of 1933, the limitations in the
Act and of the Internal Revenue Code in respect of regulated
investment companies and our investment objective, policies and
restrictions.
(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 to us persons
satisfactory to our Directors to serve as our officers. You or
your affiliates will also provide persons, who may be our
officers, to render such clerical, accounting and other services
to us as we may from time to time request of you. Such personnel
may be employees of you or your affiliates. We will pay to you
or your affiliates the cost of such personnel for rendering such
services to us at such rates as shall from time to time be agreed
upon between us, provided that all time devoted to the investment
or reinvestment of our portfolio securities shall be for your
account. 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
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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 to the requirements of any regulatory
authority to which you may be subject. You or your affiliates
(other than us) shall also be responsible for the payment of any
expenses incurred in promoting the sale of our shares (other than
the portion of the promotional expenses to be borne by us in
accordance with an effective plan pursuant to Rule 12b-1 under
the Act and the costs of printing our prospectuses and other
reports to shareholders and fees related to registration with the
Securities and Exchange Commission and with state regulatory
authorities).
3. It is further agreed that you shall be responsible
for the portion of our net expenses (except interest, taxes,
brokerage, distribution service fees paid in accordance with an
effective plan pursuant to Rule 12b-1 under the Act, and
extraordinary expenses, all to the extent permitted by applicable
state law and regulation) incurred by us during each of our
fiscal years or portion thereof that this agreement is in effect
between us which in any such year exceeds the limits applicable
under the laws or regulations of any state in which our shares
are qualified for sale (reduced pro rata for any portion of less
than a year). We hereby confirm that, subject to the foregoing,
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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) custody,
transfer and dividend disbursing expenses; (c) fees of directors
who are not your affiliated persons; (d) legal and auditing
expenses; (e) clerical, accounting and other office costs;
(f) the cost of personnel providing services to us, as provided
in subparagraph (d) of paragraph 2 above; (g) costs of printing
our prospectuses and shareholder reports; (h) cost of maintenance
of our existence as a corporation; (i) interest charges, taxes,
brokerage fees and commissions; (j) costs of stationery and
supplies; (k) expenses and fees related to registration and
filing with the Securities and Exchange Commission and with state
regulatory authorities; and (l) such promotional expenses as may
be contemplated by an effective plan pursuant to Rule 12b-1 under
the Act provided, however, that our payment of such promotional
expenses shall be in the amounts, and in accordance with the
procedures, set forth in such plan.
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
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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
fee at the annual rate of .625 of 1% of the first $200 million,
.50 of 1% of the excess over $200 million up to $400 million and
.45 of 1% of the excess over $400 million of the average daily
value of our net assets. Such fee shall be accrued by us daily
and shall be payable in arrears on the last day of each calendar
month for services performed hereunder during such month. Your
reimbursement, if any, of our expenses as provided in paragraph 3
hereof, shall be estimated and paid to us monthly in arrears, at
the same time as our payment to you for such month. Payment of
the advisory fee will be reduced or postponed, if necessary, with
any adjustments made after the end of the year.
6. This agreement shall become effective on the date
hereof and shall remain in effect until October 31, 1993 and
thereafter for successive twelve-month periods (computed from
each November 1) provided that such continuance is specifically
approved at least annually by our 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 Directors
who are not parties to this agreement or interested persons, as
defined in the Act, of any such party (other than as directors of
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our corporation) provided further, however, that if the
continuation of this agreement is not approved, you may continue
to render to us 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 a
majority of our Directors on sixty days' written notice to you,
or by you on sixty 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
terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto 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 Directors of Alliance Capital Management Corporation,
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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 services of any kind to any other trust, corporation,
firm, individual or association.
(b) You will notify us of any change in the general
partners of your partnership within a reasonable time after such
change.
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 Growth and Income
Fund, Inc.
By /s/ Xxxxx X. Xxxxxxx
____________________________
Xxxxx X. Xxxxxxx
Chairman
Accepted: July 22, 1992
Alliance Capital Management L.P.
By Alliance Capital Management Corporation,
General Partner
By /s/ Xxxx X. Xxxxxx
_______________________________
Xxxx X. Xxxxxx
Executive Vice President
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00250050.AP7
