INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENT
Alliance Global Environment 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, the undersigned Alliance Global Environment Fund,
Inc., herewith confirm our agreement with you as follows:
1. We are a closed-end, non-diversified management
investment company registered under the Investment Company Act of
1940 (the "Act"). We propose to engage in the business of
investing and reinvesting our assets in securities ("the
portfolio assets") 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 Securities Act of 1933 and the Act, 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.
1. (a) We hereby employ you to manage the investment
and reinvestment of the portfolio assets as above specified, to
act as our administrator 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 or 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 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 (i) at our request provide us persons
satisfactory to our Board of Directors (who may be employees of
you or your affiliates) to serve as our officers; (ii) provide us
with the services of persons competent to perform such
administrative and clerical functions as are necessary to provide
effective administration of our corporation, including
maintaining certain books and records, such as journals, ledger
accounts and other records described in Rule 31a-1 under the Act,
initiating all money transfers from us to our custodian and from
our account to appropriate customer accounts, and reconciling
account information and balances between our custodian and
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registrar, transfer and dividend disbursing agent; (iii) oversee
the performance of administrative services rendered to us by
others, including our custodian and registrar, transfer and
dividend disbursing agent; (iv) provide us with adequate office
space and facilities; (v) prepare financial information for the
periodic updating of our Registration Statement and for our proxy
statements; (vi) prepare our tax returns, reports to our
shareholders, and periodic reports to the Securities and Exchange
Commission; (vii) supervise the calculation of the net asset
value of our shares of common stock; and (viii) perform such
other administrative services for us as may be reasonably
requested by us.
(d) 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 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 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
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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, the limitations in the Act and of the
Internal Revenue Code of 1986 in respect of regulated investment
companies.
(e) 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. We will pay to you or your
affiliates the cost of personnel rendering the services set forth
in paragraph 2(c) above, 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 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.
2. 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) brokerage and
commission expenses; (c) Federal, state, local and foreign taxes,
including issue and transfer taxes, incurred by or levied on us;
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(d) interest charges on borrowings; (e) our organizational and
offering expenses, whether or not advanced by you; (f) the cost
of personnel providing services to us, as provided in paragraph
2(c) above; (g) fees and expenses of registering our shares
under the appropriate Federal securities laws and of qualifying
our shares under applicable state securities laws; (h) fees and
expenses of listing and maintaining the listing of our shares on
any securities exchange; (i) expenses of printing and
distributing reports to shareholders; (j) costs of proxy
solicitation; (k) charges and expenses of our custodian and
registrar, transfer and dividend disbursing agent; (l) the cost
of calculating the net asset value of our shares of common stock;
(m) compensation of our officers, Directors and employees who do
not devote any part of their time to your affairs or the affairs
of your affiliates other than us; (n) legal and auditing
expenses; (o) the cost of stock certificates representing shares
of our common stock; and (p) costs of stationery and supplies.
3. 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
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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.
4. In consideration of the foregoing we will pay you a
monthly fee at an annualized rate of 1.10% of our average weekly
net assets up to $100,000,000, .95% of our next $100 million in
average weekly net assets and .80% of our average weekly assets
in excess of $200,000,000. For purposes of the calculation of
such fee, average weekly net 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 us, then the calculation will be
based on our net 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 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.
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5. This agreement shall become effective on the date
hereof and shall continue in effect until December 31, 1992 and
may be continued 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 Board of Directors who are not interested
persons, as defined in the Act, of any party to this agreement
(other than as Directors of our corporation), provided further,
however, that if the continuation of this agreement is not
approved, you may continue to render 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 our Board of
Directors on 60 days written notice to you, or by you on 60 days
written notice to us.
6. 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
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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.
7. (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 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.
(b) You will notify us of any change in the general
partner of your partnership within a reasonable time after such
change.
8. 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
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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 xxxx or symbol at any time.
9. 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.
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 GLOBAL ENVIRONMENT FUND, INC.
By /s/ Xxxxx X. Xxxxxxx
__________________________
Name: Xxxxx X. Xxxxxxx
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 /s/ Xxxx X. Xxxxxx
_______________________________
Name: Xxxx X. Xxxxxx
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00250070.AC8
