ADVISORY AGREEMENT
Alliance Greater China '97 Fund, Inc.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
, 1997
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Alliance Greater China '97 Fund, Inc. herewith
confirms our agreement with you as follows:
1. We are an open-end, non-diversified management
investment company registered under the Investment Company
Act of 1940, as amended (the "Act"). We are currently
authorized to issue separate classes of shares and our
Directors 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 our Registration Statement
on Form N-1A filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and
the Act (the "Registration Statement"). We propose to
engage in the business of investing and reinvesting the
assets of each of our portfolios in securities ("the
portfolio assets") of the type and in accordance with the
limitations specified in our Articles of Incorporation, By-
Laws and Registration Statement, 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 Board of 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 the portfolio 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 the portfolio assets. 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 the portfolio assets. In all purchases,
sales and other transactions in the portfolio assets 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
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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 Board of Directors
at each meeting thereof all changes in the portfolio assets
since the prior report, and will also keep us in touch with
important developments affecting the portfolio assets 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 issuers whose
securities are included in the portfolio assets, 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 the portfolio assets as you may believe
appropriate or as we reasonably may request. In making such
purchases and sales of the portfolio assets, 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, the
limitations in the Act and of the Internal Revenue Code of
1986, as amended, in respect of regulated investment
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companies and the investment objective, policies and
restrictions applicable to 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 and at our request you
will provide to us 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 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, provided that all time devoted to the
investment or reinvestment of the portfolio assets 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 shall furnish us without
charge with such management supervision and assistance and
such office facilities as you may believe appropriate or as
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we may reasonably request subject to the requirements of any
regulatory authority to which you may be subject. You or
your affiliates 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. We hereby confirm that we shall be responsible
and hereby assume the obligation for payment of all of our
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 corporate existence; (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
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Commission and with state regulatory authorities; and (l)
such promotional shareholder servicing and other 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 monthly fee at an annualized rate of 1% of our
average daily net assets. Such fee shall be payable in
arrears on the last day of each calendar month for services
performed hereunder during such month. If our initial
Registration Statement is declared effective by the
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Securities and Exchange Commission after the beginning of a
month or this Agreement 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. This Agreement shall become effective on the
date hereof and shall remain in effect until June 30, 1999
and may be continued for successive twelve-month periods
(computed from each July 1 thereafter) with respect
to each portfolio, provided that such continuance is
specifically approved at least annually by the Board of
Directors or by the vote of a majority of the outstanding
voting securities of such portfolio (as defined in the Act),
and, in either case, by a majority of the Board of Directors
who are not parties to this Agreement or interested persons,
as defined in the Act, of any party to this Agreement (other
than as Directors of our corporation), and 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
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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 the Board of
Directors on 60 days' written notice to you, or by you with
respect to any portfolio on 60 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 officers or directors of Alliance
Capital Management Corporation, your 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
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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. If you cease to act as our investment adviser,
or, in any event, if you so request in writing, we agree to
take all necessary action to change our name to a name not
including the term "Alliance." You may from time to time
make available without charge to us for our use such marks
or symbols owned by you, including marks or symbols
containing the term "Alliance" or any variation thereof, as
you may consider appropriate. Any such marks or symbols so
made available will remain your property and you shall have
the right, upon notice in writing, to require us to cease
the use of such mark or symbol at any time.
10. 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 Act.
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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 GREATER
CHINA '97 FUND, INC.
By__________________________
Agreed to and accepted
as of the date first set forth above
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By_______________________________
10
00250235.AC8
