ADMINISTRATION AGREEMENT
Agreement made as of October 1, 1994 and amended effective
October 1, 2005, between ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC., a
Maryland corporation (the "Fund"), and ALLIANCE CAPITAL MANAGEMENT L.P., a
Delaware limited partnership (the "Administrator").
WHEREAS, the Fund operates 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 or
its affiliates. Additionally, the Fund shall reimburse the Administrator
for its costs, including legal and accounting costs, incurred in connection
with providing the services set forth herein; provided, however, that
such reimbursement shall not exceed an annualized rate of .15 of
1% of the Fund's average weekly net assets. For purposes of this
calculation, 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 the Fund, then
the calculation will be based on the Fund's assets on the business
day immediately preceding such Friday. Any amount owed to the
Administrator by the Fund pursuant to this section shall be payable
on the last day of the calendar month in which services were performed
hereunder.
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 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. 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.
6. Assignment. This Agreement may not be transferred, assigned, sold
or in any manner hypothecated or pledged by the 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.
7. Duration and Termination. This Agreement shall become effective
on the date set forth above 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.
8. 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.
9. 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.
10. 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 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, INC.
By: ____________________
Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its General Partner
By: ______________________
Name: Xxxx X. Xxxxx
Title: Executive Vice President
