ADVISORY AGREEMENT
AllianceBernstein Greater China '97 Fund, Inc.
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July 29, 1997, as amended
September 7, 2004
Alliance Capital Management L.P.
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Dear Sirs:
AllianceBernstein 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 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 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 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 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 .75 of 1.00% of the first
$2.5 billion, .65 of 1.00% of the excess over $2.5 billion up to
$5 billion and .60 of 1.00% of the excess over $5 billion 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 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 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 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
terms "Alliance," "▇▇▇▇▇▇▇▇▇" or "AllianceBernstein." 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 terms "Alliance," "▇▇▇▇▇▇▇▇▇" or
"AllianceBernstein" 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.
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,
ALLIANCEBERNSTEIN GREATER
CHINA '97 FUND, INC.
By:
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Name:
Title:
Agreed to and accepted as of
July 29, 1997, as amended September 7, 2004
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By:
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Name:
Title:
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