ADVISORY AGREEMENT
ALLIANCE TECHNOLOGY 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 propose to engage 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 Investment Company
act of 1940 (the "Act") and the Securities Act of 1933, 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. 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.
(a) 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 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 our corporation
itself 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 transactions.
(b) You will report to our Board of 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 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 our portfolio securities, 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 in respect of regulated investment
companies.
(c) 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 our corporation persons satisfactory
to our Board of Directors to serve as our officers. You or your
affiliates will also provide persons, who may be our officers, to
render such clerical, accounting, administrative and other
services to us as we may from time to time request of you. Such
personnel may be employees of you and 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 affiliates (other than us) shall furnish us without
charge with such administrative and 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. You or your affiliates (other than us) shall also pay
any expenses incurred by us in promoting the sale of our shares
(other than the portion of 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 and mailing our prospectuses
and other report to stockholders and all expenses and fees
related to proxy solicitations and registrations and filings with
the Securities and Exchange Commission and with state regulatory
authorities).
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(d) It is further agreed that you shall reimburse us for our
expenses (exclusive of interest, taxes, brokerage, and other
expenditures which are capitalized in accordance with generally
accepted accounting principles, and extraordinary expenses) which
in any year exceed the limits prescribed by any state in which
our shares are qualified for sale.
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) custody, transfer, and
dividend disbursing expenses; (c) fees of directors who are not
your affiliated persons; (d) legal and auditing costs; (e)
clerical, accounting, administrative,and other office costs; (f)
costs of personnel providing services to us as provided in
subparagraph (c) of paragraph 2 above; (g) costs of printing our
prospectuses and other reports to existing stockholders; (h)
costs of maintenance of corporate existence; (i) interest
charges, taxes, brokerage fees and commissions; (j) costs of
stationery and supplies; (k) expenses and fees related to proxy
solicitations and registrations and filings with the Securities
and Exchange Commission and with state regulatory authorities;
and (1) 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 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
quarterly fee, payable for the preceding quarter on the first
business day of January, April, July and October of 1/4 of 1% of
the value of our aggregate net assets at the close of business on
the last business day immediately preceding such payment date;
provided, however, that for the portion of any quarter, this
agreement becomes effective after the beginning of such quarter,
such compensation shall be prorated according to the proportion
which such portion of a quarter bears to a full quarter. Your
reimbursement, if any, of our expenses as provided in paragraph
2(d) above will be annualized on a monthly basis. Payment of the
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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 thereof
and shall remain in effect until December 31, 1992, and
thereafter for successive twelve-month periods (computed from
each January 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 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 our corporation). 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 entire Board of 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,
officers or any of the Directors at Alliance Capital Management
Corporation, general partner, or employees 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 corporation, firm, individual or association.
(b) You will notify us of any change in general partners
of your partnership within a reasonable time after such change.
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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,
Alliance Technology Fund, Inc.
By /s/ Xxxxx X.Xxxxxxx
____________________
Xxxxx X.Xxxxxxx
President
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
& Chief Financial Officer
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00250200.AM6
