ADMINISTRATION AGREEMENT
Agreement made as of October 21, 1994, between ALLIANCE
ALL-ASIA INVESTMENT FUND, 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 an open-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 $.001 per share (the "Common
Stock") (holders of the Common Stock are referred to collectively
herein as the "Shareholders");
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 the Administrator
accepts such appointment and agrees that it will furnish the
services set forth in paragraph 2 below.
2. Services and Duties of the Administrator. Subject
to the supervision of the Fund's Board of Directors (the
"Board"), the Administrator will provide the following services:
(a) Prepare and assemble all reports required to be
sent to the Fund Shareholders, and arrange for the printing and
dissemination of such reports to Shareholders;
(b) Assemble all reports required to be filed with the
Securities and Exchange Commission (the "SEC") on Form N-SAR, or
such other form as the SEC may substitute for Form N-SAR, and
file such completed form with the SEC;
(c) Arrange for the dissemination to Shareholders of
the Fund's proxy materials and oversee the tabulation of proxies
by the Fund's transfer agent;
(d) Negotiate the terms and conditions under which
custodian services will be provided to the Fund and the fees to
be paid by the Fund to its custodian (which may or may not be an
affiliate of the Fund's investment adviser) in connection
therewith;
(e) Negotiate the terms and conditions under which
dividend disbursing services will be provided to the Fund, and
the fees to be paid by the Fund in connection therewith; review
the provision of dividend disbursing services to the Fund;
(f) Calculate, or arrange for the calculation of, the
net asset value of the Fund's shares;
(g) Determine the amounts available for distribution as
dividends and distributions to be paid by the Fund to its
Shareholders; prepare and arrange for the printing of dividend
notices to Shareholders; and provide the Fund's dividend
disbursing agent and custodian with such information as is
required for such parties to effect the payment of dividends and
distributions and to implement the Fund's dividend reinvestment
plan;
(h) Assist in providing to the Fund's independent
accountants such information as is necessary for such accountants
to prepare and file the Fund's federal income and excise tax
returns and the Fund's state and local tax returns;
(i) Monitor compliance of the Fund's operations with
the 1940 Act and with its investment policies and limitations as
currently in effect;
(j) Provide accounting and bookkeeping services
(including the maintenance of such accounts, books and records of
the Fund as may be required by Section 31(a) of the 1940 Act and
the rules and regulations thereunder); and
(k) Make such reports and recommendations to the Board
as the Board reasonably requests or deems appropriate.
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. Each party
shall bear all its own expenses incurred in connection with this
agreement.
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 Board 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.
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4. Service Not Exclusive. The Administrator's
services hereunder are not deemed to be exclusive, and the
Administrator is free to render administrative or other services
to other funds or clients so long as the Administrator's services
under this Agreement are not impaired thereby.
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 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
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
Administrator will not be liable for any error of judgement or
mistake of law or for any loss suffered by the Fund or its
Shareholders in connection with the performance of its duties
under this Agreement, except a loss resulting from wilful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
duties under this Agreement.
7. Duration and Termination. This Agreement will
become effective upon the date hereabove written and shall
continue in effect until June 30, 1996 and may be continued for
successive twelve-month periods (computed from each July 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.
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8. Assignment. Neither this Agreement nor any rights
or obligations hereunder may be assigned by either party without
the written consent of the other party.
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, without
giving effect to the principles of conflicts of law thereof. To
the extent that the applicable laws of the State of New York
conflict with the applicable provisions of the 1940 Act, the
latter shall control.
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
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 ALL-ASIA INVESTMENT FUND, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION,
its General Partner
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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00250203.AQ0