INVESTMENT ADVISORY AGREEMENT
ALLIANCE INTERNATIONAL FUND
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 currently authorized to issue one class of shares
and our Trustees are authorized to reclassify and issue any
unissued shares to any number of additional classes or series
("Portfolios") each having its own investment objective, policies
and restrictions, all as more fully described in the Prospectus
and the Statement of Additional Information constituting parts of
the Registration Statement filed on our behalf under the
Securities Act of 1933 and 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
Declaration of Trust, By-Laws, Registration Statements filed with
the Securities and Exchange Commission under the Securities 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 Trustees. 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 assets in each of our Portfolios 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 securities in each of our Portfolios. 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
securities in each of our Portfolios you are authorized
toexercise 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 Trustees at each meeting
thereof all changes in each Portfolio since the prior report, and
will also keep us in touch with important developments affecting
any 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 Portfolios, 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 securities in each of our
Portfolios as you may believe appropriate or as we reasonably may
request. In making such purchases and sales of securities in
each of our Portfolios, you will bear in mind the policies set
from time to time by our Trustees as well as the limitations
imposed by our Declaration of Trust and in our Registration
Statements under the Act and the Securities Act of 1933, the
limitations in the Act and of the Internal Revenue Code of 1986,
as amended in respect of regulated investment companies and the
investment objective, policies and restrictions for each of our
Portfolios.
(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 Trustees 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 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 securities in each of our
Portfolios (or to the promotion of the sale of our shares) 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
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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 the net expenses of all of our Portfolios (except
interest, taxes, brokerage and extraordinary expenses) 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 prescribed by any state in which our shares
are qualified for sale. 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
trustees who are not your affiliated persons; (d) legal and
auditing expenses; (e) clerical, accounting, administrative 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 trust; (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 (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 to
oursecurity 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
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the value of the aggregate net assets of each Portfolio managed
by you up to $500 million and 3/16 of 1% of the value of such
assets above $500 million at the close of business on the last
business day immediately preceding such payment date; provided
that, for the portion of any quarter, if this agreement becomes
effective after the beginning of such quarter or terminates prior
to the end 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 3 hereof will be annualized on a monthly
basis. 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 June 30, 1993 and thereafter for
successive twelve-month periods (computed from each July 1) with
respect to each Portfolio provided that such continuance is
specifically approved at least annually by our Trustees or by
majority vote of the holders of the outstanding voting securities
(as defined in the Act) of such Portfolio, and, in either case,
by a majority of our Trustees who are not parties to this
agreement or interested persons, as defined in the Investment
Company Act of 1940, of any such party (other than as trustees of
our Trust) provided further, however, that if the continuation of
this agreement is not approved as to a Portfolio, you may
continue to render to such Portfolio 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 with respect to any Portfolio at any time,
without the payment of any penalty, by vote of a majority of the
outstanding voting securities (as so defined) of such Portfolio,
or by a vote of a majority of our entire Trustees on sixty days'
written notice to you, or by you with respect to any Portfolio 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
agreementshall 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 trustee, 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.
9. Notice is hereby given that this agreement is entered
into on our behalf by an officer of our Trust in his capacity as
an officer and not individually and that the obligations of, or
arising out of, this agreement are not binding upon any of our
Trustees, officers, shareholders, employees or agents
individually but are binding only upon the assets and property of
our Trust.
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 International Fund
By /s/ Xxxxx X. Xxxxxxx
___________________________
Xxxxx X. Xxxxxxx
Chairman and 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
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00250086.AR4
