INVESTMENT MANAGEMENT AGREEMENT
Alliance California Municipal Income Fund, Inc.
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[_____________], 2001
Alliance Capital Management L.P.
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Dear Sirs:
We, the undersigned Alliance California Municipal Income
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 Charter, 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.
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 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, sale 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 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 and the investment objectives, policies and practices,
including restrictions, applied to our portfolio.
(d) It is understood that you will (i) 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 custodians and from
our account to appropriate customer accounts, and reconciling
account information and balances among our custodians and
registrar, transfer and dividend disbursing agent; (ii) oversee
the performance of administrative services rendered to us by
others, including our custodians and registrar, transfer and
dividend disbursing agent; (iii) provide us with adequate office
space and facilities; (iv) prepare financial information for the
periodic updating of our registration statements and for our
proxy statements; (v) prepare our tax returns, reports to our
shareholders, and periodic reports to the Securities and Exchange
Commission; (vi) calculate the net asset value of our shares of
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common stock; and (vii) perform such other administrative
services for us as may be reasonably requested by us. It is also
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. During the continuance of this agreement at our request you
will provide 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 the 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
we may reasonably request subject to the requirements of any
regulatory authority to which you may be subject.
3. We hereby confirm that, subject to the foregoing,
we shall be responsible and hereby assume the obligation for
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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;
(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(d) 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 national securities exchange; (i) costs of maintaining our
existence as a Maryland corporation and our authority to do
business in New York; (j) expenses of printing and distributing
our prospectus and reports to shareholders; (k) costs of proxy
solicitation; (l) charges and expenses of our custodians and
registrar, transfer and dividend disbursing agent;
(m) compensation of our Directors who are not your affiliated
persons; (n) legal and auditing expenses; (o) the cost of stock
certificates representing shares of our common stock;
(p) clerical, accounting and other office costs and costs of
stationery and supplies.
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
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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 [_____]% of our average
daily net assets. Your compensation for the period from the date
hereof through the last day of the month of the effective date
hereof will be prorated based on the proportion that such period
bears to the full month. In the event of any termination of this
Agreement, your compensation will be calculated on the basis of a
period ending on the last day on which this Agreement is in
effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days
in such period.
6. This agreement shall become effective on the date
hereof and shall continue for an initial term ending two years
from the date hereof and may continue in effect thereafter
provided that such continuance is specifically approved at least
annually by our Board of Directors or by majority vote of the
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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.
7. This agreement may not be assigned by you and this
agreement shall terminate automatically in the event of any such
assignment by you. The term "assignment" as used in this
paragraph shall have the meanings ascribed thereto by the Act and
any regulations or interpretations of the 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,
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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.
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 ▇▇▇▇ 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 CALIFORNIA MUNICIPAL
INCOME FUND, INC.
By __________________________
Name:
Title:
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_______________________________
Name:
Title:
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00250209.AN4