ADMINISTRATION AGREEMENT
Agreement made as of July 27, 1993, between ALLIANCE
WORLD DOLLAR GOVERNMENT FUND II, 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
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
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-1(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 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
Applicable Law. In all matters relating to the performance 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
necessary to perform the Administrator's obligations under this
2
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
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 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
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,
assigned, sold or in any manner hypothecated or pledged by the
3
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
become effective on the date on which the Fund's pending
Registration Statement on Form N-2 relating to its shares becomes
effective and shall continue in effect until September 30, 1994
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 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
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
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
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
4
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 II, INC.
By /s/ Xxxxxx X. Xxxxxx
_____________________________
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION,
its General Partner
By /s/ Xxxx X. Xxxxxx
_________________________________
Name: Xxxx X. Xxxxxx
Title: President, Chief Operating
Officer and Chief
Financial Officer
5
00250153.AD2
