<PAGE>
As filed with the Securities and Exchange
Commission on April 3, 1998
File Nos. 333-26229
811-08201
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 1 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3 X
_______________________________
Alliance Greater China '97 Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:(212) 969-1000
_____________________________
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Copies of communications to:
Bruce D. Senzel
Seward & Kissel
One Battery Park Plaza
New York, New York 10004
<PAGE>
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 404(c))
N-1A Item No. Location in Prospectus
_____________ (Caption)
_______________________
PART A
Item 1. Cover Page........................ Cover Page
Item 2. Synopsis.......................... Expense Information
Item 3. Condensed Financial
Information....................... Not Applicable
Item 4. General Description
of Registrant..................... Description of the
Fund; General
Information
Item 5. Management of the Fund............ Management of the
Fund; General
Information
Item 6. Capital Stock and Other
Securities........................ Dividends,
Distributions and
Taxes; General
Information
Item 7. Purchase of Securities
Being Offered..................... Purchase and Sale of
Shares; General
Information
Item 8. Redemption or Repurchase.......... Purchase and Sale of
Shares; General
Information
Item 9. Pending Legal Proceedings......... Not Applicable
Location in Statement of
PART B Additional Information
______ (Caption)
________________________
Item 10. Cover Page........................ Cover Page
Item 11. Table of Contents................. Cover Page
<PAGE>
Item 12. General Information
and History....................... Management of the
Fund; General
Information
Item 13. Investment Objectives and
Policies.......................... Description of the
Fund
Item 14. Management of the Registrant ..... Management of the
Fund
Item 15. Control Persons and
Principal Holders of
Securities ....................... Not Applicable
Item 16. Investment Advisory and
Other Services.................... Management of the
Fund; Expenses of
the Fund; General
Information
Item 17. Brokerage Allocation and
Other Practices................... Portfolio
Transactions
Item 18. Capital Stock and Other
Securities........................ General Information
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered....... Purchase of Shares;
Redemption and
Repurchase of
Shares; Dividends,
Distributions and
Taxes; Shareholder
Services
Item 20. Tax Status........................ Description of the
Fund; Dividends,
Distributions and
Taxes
Item 21. Underwriters...................... General Information
Item 22. Calculation of Performance
Data.............................. General Information
Item 23. Financial Statements.............. Not Applicable
<PAGE>
ALLIANCE CAPITAL ALLIANCE GREATER CHINA '97 FUND, INC.
_______________________________________________________________________________
SUPPLEMENT TO PROSPECTUS DATED AUGUST 18, 1997 April 1, 1998
This prospectus supplement sets forth unaudited per-share income and capital
change information for the Fund as of January 31, 1998 pursuant to the
requirements of the Securities and Exchange Commission applicable to registered
investment companies in their first year of operations. Unaudited financial
statements and related notes as of that date have also been added to the
Statement of Additional Information.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------- ----------- -----------
SEPT. 3, SEPT. 3, SEPT. 3,
1997(A) 1997(A) 1997(A)
TO TO TO
JAN. 31, 1998 JAN. 31, 1998 JAN. 31, 1998
(UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period $10.00 $10.00 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b)(c) .05 .02 .03
Net realized and unrealized loss on
investments and foreign currency
transactions (4.08) (4.07) (4.07)
Net decrease in net asset value
from operations (4.03) (4.05) (4.04)
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.02) (.02) (.02)
Distributions in excess from net
investment income (.04) (.02) (.02)
Total dividends and distributions (.06) (.04) (.04)
Net asset value, end of period $ 5.91 $ 5.91 $ 5.92
TOTAL RETURN
Total investment return based on
net asset value (d) (40.41)% (40.57)% (40.47)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $542 $2,050 $120
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements (e) 2.50% 3.20% 3.20%
Expenses, before waivers/
reimbursements (e) 13.67% 14.50% 14.52%
Net investment income (e) 1.30% .64% .66%
Portfolio turnover rate 46% 46% 46%
Average commission rate $.0072 $.0072 $.0072
</TABLE>
(a) Commencement of operations.
(b) Based on average shares outstanding.
(c) Net of expenses waived/reimbursed by the Adviser.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or contingent
deferred sales charges are not reflected in the calculation of total
inveestment return. Total investment return calculated for a period of less
than one year in not annualized.
(e) Annualized.
<PAGE>
The Registrant's Prospectus is herein incorporated by
reference to Part A of Pre-Effective Amendment No. 2 to the
Fund's Registration Statement (File Nos. 333-26229 and 811-08201)
filed on August 14, 1997.
<PAGE>
ALLIANCE CAPITAL ALLIANCE GREATER CHINA '97 FUND, INC.
ADVISOR CLASS
_______________________________________________________________________________
SUPPLEMENT TO PROSPECTUS DATED AUGUST 18, 1997 April 1, 1998
This prospectus supplement sets forth unaudited per-share income and capital
change information for the Fund as of January 31, 1998 pursuant to the
requirements of the Securities and Exchange Commission applicable to registered
investment companies in their first year of operations. Unaudited financial
statements and related notes as of that date have also been added to the
Statement of Additional Information.
FINANCIAL HIGHLIGHTS
ADVISOR CLASS CLASS A
------------- -------------
SEPT. 3, SEPT. 3,
1997(A) 1997(A)
TO TO
JAN. 31, 1998 JAN. 31, 1998
(UNAUDITED) (UNAUDITED)
------------- -------------
Net asset value, beginning of period $10.00 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b)(c) .06 .05
Net realized and unrealized loss on
investments and foreign currency
transactions (4.07) (4.08)
Net decrease in net asset value
from operations (4.01) (4.03)
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.02) (.02)
Distributions in excess from net
investment income (.05) (.04)
Total dividends and distributions (.07) (.06)
Net asset value, end of period $ 5.92 $ 5.91
TOTAL RETURN
Total investment return based on
net asset value (d) (40.27%) (40.41)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $72 $542
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements (e) 2.20% 2.50%
Expenses, before waivers/
reimbursements (e) 13.64% 13.67%
Net investment income (e) 1.64% 1.30%
Portfolio turnover rate 46% 46%
Average commission rate $.0072 $.0072
(a) Commencement of operations.
(b) Based on average shares outstanding.
(c) Net of expenses waived/reimbursed by the Adviser.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or contingent
deferred sales charges are not reflected in the calculation of total investment
return. Total investment return calculated for a period of less than one year
in not annualized.
(e) Annualized.
<PAGE>
The Registrant's Advisor Class Prospectus is herein
incorporated by reference to Part A of Pre-Effective Amendment
No. 2 to the Fund's Registration Statement (File Nos. 333-26229
and 811-08201) filed on August 14, 1997.
<PAGE>
Alliance Capital [Logo]
Supplement to Statement of Additional April 1, 1998
Information dated August 14, 1997.
This statement of additional information supplement sets
forth unaudited financial statements and related notes
thereto as of January 31, 1998 pursuant to the requirements
of the Securities and Exchange Commission applicable to
registered investment companies in their first year of
operation.
<PAGE>
ALLIANCE GREATER CHINA '97 FUND
SEMI-ANNUAL REPORT
JANUARY 31, 1998
ALLIANCE CAPITAL
PORTFOLIO OF INVESTMENTS
JANUARY 31, 1998 (UNAUDITED) ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS-83.1%
HONG KONG-70.5%
Cheung Kong Holdings, Ltd. 25,000 $ 127,310
Cheung Kong Infra Holdings 25,000 64,301
China Foods Holdings, Ltd. 300,000 70,570
China Merchants Holdings International Co. 50,000 29,727
China Resources Enterprise 60,000 80,652
China Telecom, Ltd. Cl. H (a) 90,000 127,375
Citic Pacific, Ltd. 15,000 43,040
CLP Holdings, Ltd. 20,000 109,862
Hang Seng Bank 20,000 157,684
Henderson Land Development 6,000 19,930
Hong Kong & China Gas 20,000 33,605
Hong Kong Telecommunications 100,000 207,445
HSBC Holdings Plc. 8,800 195,063
Hutchison Whampoa 30,000 176,425
Ka Wah Bank, Ltd. 40,000 19,775
Legend Holdings, Ltd. (a) 330,000 72,509
New World Development Co., Ltd. 35,000 84,367
New World Infrastructure (a) 10,000 19,581
Ng Fung Hong, Ltd. 60,000 56,611
Shanghai Industrial Holdings 15,000 39,453
Sun Hung Kai Properties, Ltd. 20,000 102,624
Swire Pacific Cl. A 15,000 68,244
Tianjin Development Holdings (a) 60,000 36,836
Wharf Holdings 15,000 21,326
------------
1,964,315
PEOPLE'S REPUBLIC OF CHINA-3.3%
China National Aviation (a) 60,000 8,065
Qingling Motor Companies Cl. H 60,000 17,061
Yantai Changyu Pioneer Cl. B (a) 200,000 67,468
------------
92,594
SINGAPORE-1.6%
Hong Kong Land Holdings 15,000 24,150
Jardine Matheson 5,000 20,900
------------
45,050
TAIWAN-7.7%
Asustek Computer, Inc. (a) 2,000 37,882
Cathay Life Insurance 6,000 24,441
China Trust Commercial Bank (a) 20,000 24,353
Compal Electronics, Inc. (a) 10,000 31,030
Kang Na Hsiung Enterprise (a) 20,000 26,941
Phoenixtec Power Co., Ltd. (a) 15,000 40,588
Taiwan Semiconductor (a) 8,000 27,647
------------
212,882
Total Common Stocks
(cost $3,474,800) 2,314,841
TIME DEPOSIT-14.4%
Dresdner Bank
5.63%, 2/02/98
(cost $400,000) $400 400,000
TOTAL INVESTMENTS-97.5%
(cost $3,874,800) 2,714,841
Other assets less liabilities-2.5% 69,595
NET ASSETS-100% $ 2,784,436
(a) Non-income producing security
6
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1998 (UNAUDITED) ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $3,874,800) $ 2,714,841
Cash, at value (cost $64,673) 64,670
Receivable for investment securities sold 419,851
Deferred organization expenses 298,969
Receivable for capital stock sold 60,198
Receivable from advisor 42,873
Total assets 3,601,402
LIABILITIES
Payable for investment securities purchased 400,000
Organizational expense payable 326,500
Distribution fee payable 1,962
Accrued expenses 88,504
Total liabilities 816,966
NET ASSETS $ 2,784,436
COMPOSITION OF NET ASSETS
Capital stock, at par $ 4,710
Additional paid-in capital 4,330,431
Distributions in excess of net investment income (9,483)
Accumulated net realized loss on investments and foreign
currency transactions (381,278)
Net unrealized depreciation of investments and foreign
currency denominated assets and liabilities (1,159,944)
$ 2,784,436
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share ($541,551/
91,632 shares of capital stock issued and outstanding) $5.91
Sales Charge--4.25% of public offering price 0.26
Maximum offering price $6.17
CLASS B SHARES
Net asset value and offering price per share ($2,050,319/
346,827 shares of capital stock issued and outstanding) $5.91
CLASS C SHARES
Net asset value and offering price per share ($120,491/
20,368 shares of capital stock issued and outstanding) $5.92
ADVISOR CLASS SHARES
Net asset value, redemption, and offering price per share
($72,075/12,180 shares of capital stock issued
and outstanding) $5.92
See notes to financial statements.
7
STATEMENT OF OPERATIONS
SEPTEMBER 3, 1997* TO JANUARY 31, 1998 (UNAUDITED)
ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends $ 30,931
Interest 15,154 $ 46,085
EXPENSES
Advisory fee 12,016
Distribution fee - Class A 660
Distribution fee - Class B 8,863
Distribution fee - Class C 593
Custodian 44,072
Audit and legal 35,918
Amortization of organization expenses 27,531
Transfer agency 18,612
Printing 11,532
Directors' fees 4,158
Miscellaneous 8,182
Total expenses 172,137
Less: expenses waived by the Adviser
(see Note B) (135,587)
Net expenses 36,550
Net investment income 9,535
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on investment transactions (383,186)
Net realized gain on foreign
currency transactions 1,908
Net unrealized appreciation (depreciation) of:
Investments (1,159,959)
Foreign currency denominated assets
and liabilities 15
Net loss on investments and foreign
currency transactions (1,541,222)
NET DECREASE IN NET ASSETS FROM OPERATIONS $(1,531,687)
* Commencement of operations
See notes to financial statements.
8
STATEMENT OF CHANGES IN NET ASSETS
SEPTEMBER 3, 1997* TO JANUARY 31, 1998 (UNAUDITED)
ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income $ 9,535
Net realized loss on investments and foreign
currency transactions (381,278)
Net unrealized depreciation of investments and foreign
currency denominated assets and liabilities (1,159,944)
Net decrease in net assets from operations (1,531,687)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income
Class A (1,855)
Class B (7,021)
Class C (412)
Advisor Class (247)
Distributions in excess of net investment income
Class A (3,448)
Class B (5,170)
Class C (398)
Advisor Class (467)
CAPITAL STOCK TRANSACTIONS
Net increase 4,335,141
Total increase 2,784,436
NET ASSETS
Beginning of period -0-
End of period $ 2,784,436
* Commencement of operations
See notes to financial statements.
9
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1998 (UNAUDITED) ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Greater China '97 Fund, Inc. (the "Fund") was organized as a Maryland
corporation on April 30, 1997 and is registered under the Investment Company
Act of 1940 as a non-diversified, open-end management investment company. The
Fund offers Class A, Class B, Class C and Advisor Class shares. Class A shares
are sold with an initial sales charge of up to 4.25% for purchases not
exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A
shares redeemed within one year of purchase will be subject to a contingent
deferred sales charge of 1%. Class B shares are sold with a contingent deferred
sales charge which declines from 4% to zero depending on the period of time the
shares are held. Class B shares will automatically convert to Class A shares
eight years after the end of the calendar month of purchase. Class C shares are
subject to a contingent deferred sales charge of 1% on redemptions made within
the first year after purchase. Advisor Class shares are sold without an initial
or contingent deferred sales charge and are not subject to ongoing distribution
expenses. Advisor Class shares are offered to investors participating in
fee-based programs and to certain retirement plan accounts. All four classes of
shares have identical voting, dividend, liquidation and other rights, except
that each class bears different distribution expenses and has exclusive voting
rights with respect to its distribution plan. The financial statements have
been prepared in conformity with generally accepted accounting principles which
require management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities in the financial statements and
amounts of income and expenses during the reporting period. Actual results
could differ from those estimates. The following is a summary of significant
accounting policies followed by the Fund.
1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange or on a foreign
securities exchange (other than foreign securities exchanges whose operations
are similar to those of the United States over-the-counter market) are
generally valued at the last reported sales price or if no sale occurred, at
the mean of the closing bid and asked prices on that day. Readily marketable
securities traded in the over-the-counter market, securities listed on a
foreign securities exchange whose operations are similar to the U.S.
over-the-counter market, and securities listed on a national securities
exchange whose primary market is believed to be over-the-counter, are valued at
the mean of the current bid and asked prices. U.S. government and fixed income
securities which mature in 60 days or less are valued at amortized cost, unless
this method does not represent fair value. Securities for which current market
quotations are not readily available are valued at their fair value as
determined in good faith by, or in accordance with procedures adopted by, the
Board of Directors. Fixed income securities may be valued on the basis of
prices obtained from a pricing service when such prices are believed to reflect
the fair value of such securities.
2. ORGANIZATION EXPENSES
Organization expenses of approximately $326,500 have been deferred and are
being amortized on a straight-line basis through August, 2002.
3. CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the
mean of the quoted bid and asked price of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated at the rates
of exchange prevailing when such securities were acquired or sold. Income and
expenses are translated at rates of exchange prevailing when earned or accrued.
Net realized gain or loss on foreign currency transactions represents foreign
exchange gains and losses from sales and maturities of investments and foreign
currency contracts, the holding of foreign currencies, currency gains or losses
realized between the trade and settlement dates on foreign security
transactions, and the difference between the amounts of dividends, interest and
foreign taxes receivable recorded on the Fund's books and the U.S. dollar
equivalent of the amounts actually received or paid. Net unrealized currency
gains and losses from valuing foreign currency denominated assets and
liabilities at period end exchange rates are reflected as a component of net
change in unrealized appreciation (depreciation) of investments and foreign
currency denominated assets and liabilities.
10
ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
4. TAXES
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
5. INCOME AND EXPENSES
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the shares of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A shares and Advisor Class shares (Advisor Class shares also have no
distribution fees).
6. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the date securities are
purchased or sold. Investment gains and losses are determined on the identified
cost basis. The Fund accretes discounts on short-term securities as adjustments
to interest income.
7. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date.
Income and capital gains distributions are determined in accordance with
federal tax regulations and may differ from those determined in accordance with
generally accepted accounting principles. To the extent these differences are
permanent, such amounts are reclassified within the capital accounts based on
their federal tax basis treatment; temporary differences, do not require such
reclassification.
NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under an investment advisory agreement, the Fund pays Alliance Capital
Management, L.P. ("the Adviser") a fee at an annual rate of 1% of the Fund's
average daily net assets. Such fee is accrued daily and paid monthly.
The Adviser has agreed to voluntarily waive its fee and bear certain expenses
so that total expenses do not exceed on an annual basis 2.50%, 3.20%, 3.20%,
and 2.20% of average net assets, respectively, for the Class A, Class B, Class
C and Advisor Class shares. For the period ended January 31, 1998, such waiver
and reimbursement amounted to $135,587.
The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of
the Adviser) under a Transfer Agency Agreement for providing personnel and
facilities to perform transfer agency services for the Fund. For the period
ended January 31, 1998, the Transfer Agent voluntarily waived all of its fees
under the Agreement.
Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser)
serves as the Distributor of the Fund's shares. The Distributor received
front-end sales charges of $1,452 from the sale of Class A shares and $725 in
contingent deferred sales charges imposed upon redemptions by shareholders of
Class B shares for the period ended January 31, 1998.
Brokerage commissions paid on investment transactions for the period ended
January 31, 1998 amounted to $22,184, none of which was paid to a broker
utilizing the services of an affiliate of the Adviser.
NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement, the Fund pays a distribution fee to the Distributor at an annual
rate of up to .30 of 1% of the Fund's average daily net assets attributable to
Class A shares and 1% of the average daily net assets attributable to both
Class B and Class C shares. There is no distribution fee on the Advisor Class
shares. The fees are accrued daily and paid monthly. The Agreement provides
that the Distributor will use such payments in their entirety for distribution
assistance and promotional activities. The Distributor has incurred expenses in
excess of the distrib-
11
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
ution costs reimbursed by the Fund in the amounts of $305,668 and $13,239 for
Class B and Class C shares, respectively. Such costs may be recovered from the
Fund in future periods so long as the Agreement is in effect. In accordance
with the Agreement, there is no provision for recovery of unreimbursed
distribution costs, incurred by the Distributor, beyond the current fiscal year
for Class A shares. The Agreement also provides that the Adviser may use its
own resources to finance the distribution of the Fund's shares.
NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term and U.S.
government obligations) aggregated $4,253,229 and $401,527, respectively, for
the period ended January 31, 1998. There were no purchases or sales of U.S.
government or government agency obligations for the period ended January 31,
1998.
At January 31, 1998, the cost of investments for federal income tax purposes
was the same as the cost for financial reporting purposes. Accordingly, gross
unrealized appreciation of investments was $16,550 and gross unrealized
depreciation of investments was $1,176,509 resulting in net unrealized
depreciation of $1,159,959 (excluding foreign currency transactions).
FORWARD EXCHANGE CURRENCY CONTRACTS
The Fund enters into forward exchange currency contracts for investment
purposes and to hedge its exposure to changes in foreign currency exchange
rates on its foreign portfolio holdings and to hedge certain firm purchase and
sale commitments denominated in foreign currencies. A forward exchange currency
contract is a commitment to purchase or sell a foreign currency at a future
date at a negotiated forward rate. The gain or loss arising from the difference
between the original contracts and the closing of such contracts is included in
net realized gains or losses on foreign currency transactions. Fluctuations in
the value of forward exchange currency contracts are recorded for financial
reporting purposes as unrealized gains or losses by the Fund.
The Fund's custodian will place and maintain cash not available for investment
or other liquid assets in a separate account of the Fund having a value equal
to the aggregate amount of the Fund's commitments under forward exchange
currency contracts entered into with respect to position hedges. Risks may
arise from the potential inability of a counterparty to meet the terms of a
contract and from unanticipated movements in the value of foreign currencies
relative to the U.S. dollar. There were no forward exchange currency contracts
outstanding at January 31, 1998.
12
ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
NOTE E: CAPITAL STOCK
There are 12,000,000,000 shares of $.01 par value capital stock authorized,
divided into four classes, designated Class A, Class B, Class C and Advisor
Class. Each class consists of 3,000,000,000 authorized shares.
Transactions in capital stock were as follows:
SHARES AMOUNT
------------------ ------------------
SEPTEMBER 3, 1997* SEPTEMBER 3, 1997*
TO TO
JANUARY 31, 1998 JANUARY 31, 1998
(UNAUDITED) (UNAUDITED)
------------------ ------------------
CLASS A
Shares sold 96,418 $ 866,870
Shares issued in
reinvestment of
dividends and
distributions 502 3,613
Shares redeemed (5,288) (42,189)
Net increase 91,632 $ 828,294
CLASS B
Shares sold 361,616 $ 3,300,875
Shares issued in
reinvestment of
dividends and
distributions 1,205 8,686
Shares redeemed (15,994) (117,413)
Net increase 346,827 $ 3,192,148
CLASS C
Shares sold 20,284 $ 196,906
Shares issued in
reinvestment of
dividends and
distributions 84 604
Net increase 20,368 $ 197,510
ADVISOR CLASS
Shares sold 12,423 $ 119,232
Shares issued in
reinvestment of
dividends and
distributions 9 64
Shares redeemed (252) (2,107)
Net increase 12,180 $ 117,189
* Commencement of operations
13
FINANCIAL HIGHLIGHTS ALLIANCE GREATER CHINA '97 FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
ADVISOR
CLASS A CLASS B CLASS C CLASS
----------- ----------- ----------- -----------
SEPT. 3, SEPT. 3, SEPT. 3, SEPT. 3,
1997(A) 1997(A) 1997(A) 1997(A)
TO TO TO TO
JAN. 31, 1998 JAN. 31, 1998 JAN. 31, 1998 JAN. 31, 1998
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $10.00 $10.00 $10.00 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b)(c) .05 .02 .03 .06
Net realized and unrealized loss
on investments and foreign
currency transactions. (4.08) (4.07) (4.07) (4.07)
Net decrease in net asset value
from operations (4.03) (4.05) (4.04) (4.01)
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.02) (.02) (.02) (.02)
Distributions in excess from net
investment income (.04) (.02) (.02) (.05)
Total dividends and distributions (.06) (.04) (.04) (.07)
Net asset value, end of period $ 5.91 $ 5.91 $ 5.92 $ 5.92
TOTAL RETURN
Total investment return based on
net asset value (d) (40.41)% (40.57)% (40.47)% (40.27)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $542 $2,050 $120 $72
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements (e) 2.50% 3.20% 3.20% 2.20%
Expenses, before waivers/
reimbursements (e) 13.67% 14.50% 14.52% 13.64%
Net investment income (e) 1.30% .64% .66% 1.64%
Portfolio turnover rate 46% 46% 46% 46%
Average commission rate $.0072 $.0072 $.0072 $.0072
</TABLE>
(a) Commencement of operations.
(b) Based on average shares outstanding.
(c) Net of expenses waived/reimbursed by the Adviser.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or contingent
deferred sales charges are not reflected in the calculation of total investment
return. Total investment return calculated for a period of less than one year
is not annualized.
(e) Annualized.
14
<PAGE>
The Registrant's Statement of Additional Information is
herein incorporated by reference to Part B of Pre-Effective
Amendment No. 2 to the Fund's Registration Statement (File
No. 333-26229 and 811-08201) filed on August 14, 1997.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits.
(a) Financial Statements
Included in the Prospectus:
Financial Highlights.
Included in Statement of Additional Information:
Statement of Assets & Liabilities -
July 29, 1997.
Notes to Financial Statements - July 29, 1997.
Report of Independent Auditors.
Portfolio of Investments - January 31, 1998
(unaudited).
Statement of Assets and Liabilities -
January 31, 1998 (unaudited).
Statement of Operations - for the period September
3, 1997 (commencement of operations) to January
31, 1998 (unaudited).
Statement of Changes in Net Assets -
for the period September 3, 1997
(commencement of operations) to January 31,
1998 (unaudited).
Notes to Financial Statements - January 31,
1998 (unaudited).
Financial Highlights - for the period September
3, 1997 (commencement of operations) to January 31,
1998 (unaudited).
Included in Part C of the Registration
Statement:
All other financial statements or schedules
are not required or the required information
is shown in the Statement of Assets and
Liabilities or the notes thereto.
(b) Exhibits
(1) Articles of Incorporation - Incorporated by
reference from Registrant's Registration Statement on Form
N-1A (File Nos. 333-26229 and 811-08201) filed with the
Securities and Exchange Commission on April 30, 1997.
(2) By-Laws of the Registrant - Incorporated by
reference from Registrant's Registration Statement on Form
C-1
<PAGE>
N-1A (File Nos. 333-26229 and 811-08201) filed with the
Securities and Exchange Commission on April 30, 1997.
(3) Not applicable.
(4) Not applicable.
(5) Advisory Agreement between the Registrant and
Alliance Capital Management L.P. dated July 29, 1997 - filed
herewith.
(6) (a) Distribution Services Agreement between
the Registrant and Alliance Fund Distributors, Inc. dated
July 29, 1997 - filed herewith.
(b) Form of Selected Dealer Agreement between
Alliance Fund Distributors, Inc. and selected dealers
offering shares of Registrant - Incorporated by reference
from Registrant's Registration Statement on Form N-1A (File
Nos. 333-26229 and 811-08201) filed with the Securities and
Exchange Commission on July 30, 1997.
(c) Form of Selected Agent Agreement between
Alliance Fund Distributors, Inc. and selected agents making
available shares of Registrant - Incorporated by reference
from Registrant's Registration Statement on Form N-1A (File
Nos. 333-26229 and 811-08201) filed with the Securities and
Exchange Commission on July 30, 1997.
(7) Not applicable.
(8) Custodian Contract between the Registrant and
Brown Brothers Harriman & Company dated July 29, 1997 -
filed herewith.
(9) Transfer Agency Agreement between the
Registrant and Alliance Fund Services, Inc. dated July 29,
1997 - filed herewith.
(10) Not applicable.
(11) Consent of Independent Auditors - filed
herewith.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Rule 12b-1 Plan - see Exhibit 6(a) hereto.
C-2
<PAGE>
(16) Schedule for computation of performance
quotations - filed herewith.
(18) Rule 18f-3 Plan - Incorporated by reference
from Registrant's Registration Statement on Form N-1A (File
Nos. 333-26229 and 811-08201) filed with the Securities and
Exchange Commission on July 30, 1997.
(27) Financial Data Schedule - Filed herewith.
Other Exhibits: Powers of Attorney of: John D.
Carifa, David H. Dieveler, William H. Foulk, Jr. and T.L.
Tsim - filed herewith.
ITEM 25. Persons Controlled by or under Common Control with
Registrant.
None.
ITEM 26. Number of Holders of Securities.
Registrant had as of March 13, 1998, 81 record
holders of Class A shares of Common Stock, 155 Class B
shares of Common Stock, 19 Class C shares of Common Stock
and 8 Adviser Class Common Stock.
ITEM 27. Indemnification.
It is the Registrant's policy to indemnify its
directors and officers, employees and other agents to the
maximum extent permitted by Section 2-418 of the General
Corporation Law of the State of Maryland, which is
incorporated by reference herein, and as set forth in
Article EIGHTH of Registrant's Articles of Incorporation,
filed as Exhibit 1 hereto, Article VII and Article VIII of
Registrant's ,By-Laws, filed as Exhibit 2 hereto, and
Section 10 of the proposed Distribution Services Agreement,
to be filed by Pre-Effective Amendment as Exhibit 6(a)
hereto. The Adviser's liability for any loss suffered by
the Registrant or its shareholders is set forth in Section 4
of the proposed Advisory Agreement, to be filed by Pre-
Effective Amendment as Exhibit 5 hereto.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that
C-3
<PAGE>
a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of
whether such indemnification by it is against public
policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
In accordance with Release No. IC-11330 (September 2,
1980), the Registrant will indemnify its directors,
officers, investment manager and principal underwriters
only if (1) a final decision on the merits was issued by
the court or other body before whom the proceeding was
brought that the person to be indemnified (the
"indemnitee") was not liable by reason or willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office ("disabling conduct") or (2) a reasonable
determination is made, based upon a review of the facts,
that the indemnitee was not liable by reason of
disabling conduct, by (a) the vote of a majority of a
quorum of the directors who are neither "interested
persons" of the Registrant as defined in section
2(a)(19) of the Investment Company Act of 1940 nor
parties to the proceeding ("disinterested, non-party
directors"), or (b) an independent legal counsel in a
written opinion. The Registrant will advance attorneys
fees or other expenses incurred by its directors,
officers, investment adviser or principal underwriters
in defending a proceeding, upon the undertaking by or on
behalf of the indemnitee to repay the advance unless it
is ultimately determined that he is entitled to
indemnification and, as a condition to the advance,
(1) the indemnitee shall provide a security for his
undertaking, (2) the Registrant shall be insured against
losses arising by reason of any lawful advances, or
(3) a majority of a quorum of disinterested, non-party
directors of the Registrant, or an independent legal
counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to
believe that the indemnitee ultimately will be found
entitled to indemnification.
C-4
<PAGE>
The Registrant participates in a joint
trustees/directors and officers liability insurance
policy issued by the ICI Mutual Insurance Company.
Coverage under this policy has been extended to
directors, trustees and officers of the investment
companies managed by Alliance Capital Management L.P.
Under this policy, outside trustees and directors are
covered up to the limits specified for any claim against
them for acts committed in their capacities as trustee
or director. A pro rata share of the premium for this
coverage is charged to each investment company and to
the Adviser.
ITEM 28. Business and Other Connections of Investment Adviser.
The descriptions of Alliance Capital Management L.P.
under the captions "Management of the Fund" in the
Prospectus and in the Statement of Additional
Information constituting Parts A and B, respectively, of
this Registration Statement are incorporated by
reference herein.
The information as to the directors and executive
officers of Alliance Capital Management Corporation, the
general partner of Alliance Capital Management L.P., set
forth in Alliance Capital Management L.P.'s Form ADV
filed with the Securities and Exchange Commission on
April 21, 1988 (File No. 801-32361) and amended through
the date hereof, is incorporated by reference.
ITEM 29. Principal Underwriters.
(a) Alliance Fund Distributors, Inc. is the
Registrant's Principal Underwriter in
connection with the sale of shares of the
Registrant. Alliance Fund Distributors, Inc.
also acts as Principal Underwriter or
Distributor for the following investment
companies:
ACM Institutional Reserves Inc.
AFD Exchange Reserves
The Alliance Fund, Inc.
Alliance All-Asia Investment Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Bond Fund, Inc.
Alliance Capital Reserves
Alliance Developing Markets Fund, Inc.
Alliance Global Dollar Government Fund, Inc.
Alliance Global Environment Fund, Inc.
Alliance Global Small Cap Fund, Inc.
C-5
<PAGE>
Alliance Global Strategic Income Trust, Inc.
Alliance Government Reserves
Alliance Greater China 97 Fund, Inc.
Alliance Growth and Income Fund, Inc.
Alliance High Yield Fund, Inc.
Alliance Income Builder Fund, Inc.
Alliance Institutional Funds, Inc.
Alliance International Fund
Alliance International Premier Growth Fund, Inc.
Alliance Money Market Fund
Alliance Mortgage Securities Income Fund, Inc.
Alliance Multi-Market Strategy Trust, Inc.
Alliance Municipal Income Fund, Inc.
Alliance Municipal Income Fund II
Alliance Municipal Trust
Alliance New Europe Fund, Inc.
Alliance North American Government Income Trust,
Inc.
Alliance Premier Growth Fund, Inc.
Alliance Quasar Fund, Inc.
Alliance Real Estate Investment Fund, Inc.
Alliance/Regent Sector Opportunity Fund, Inc.
Alliance Short-Term Multi-Market Trust, Inc.
Alliance Technology Fund, Inc.
Alliance Utility Income Fund, Inc.
Alliance Variable Products Series Fund, Inc.
Alliance World Income Trust, Inc.
Alliance Worldwide Privatization Fund, Inc.
Fiduciary Management Associates
The Alliance Portfolios
(b) The following are the Directors and officers of
Alliance Fund Distributors, Inc., the principal
place of business of which is 1345 Avenue of the
Americas, New York, New York, 10105.
NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
WITH UNDERWRITER WITH REGISTRANT
Michael J. Laughlin Chairman
Robert L. Errico President
David Conine Executive Vice
President
Richard K. Saccullo Executive Vice
President
Edmund P. Bergan, Jr. Senior Vice President,
C-6
<PAGE>
General Counsel and Secretary
Secretary
Karen J. Bullot Senior Vice President
James S. Comforti Senior Vice President
James L. Cronin Senior Vice President
Daniel J. Dart Senior Vice President
Richard A. Davies Senior Vice President,
Managing Director
Byron M. Davis Senior Vice President
Anne S. Drennan Senior Vice President
and Treasurer
Mark J. Dunbar Senior Vice President
Donald N. Fritts Senior Vice President
Bradley F. Hanson Senior Vice President
Geoffrey L. Hyde Senior Vice President
Robert H. Joseph, Jr. Senior Vice President
and Chief Financial Officer
Richard E. Khaleel Senior Vice President
Stephen R. Laut Senior Vice President
Daniel D. McGinley Senior Vice President
Ryne A. Nishimi Senior Vice President
Antonios G. Poleondakis Senior Vice President
Robert E. Powers Senior Vice President
Gregory K. Shannahan Senior Vice President
Joseph F. Sumanski Senior Vice President
Peter J. Szabo Senior Vice President
Nicholas K. Willett Senior Vice President
Richard A. Winge Senior Vice President
C-7
<PAGE>
Jamie A. Atkinson Vice President
Benji A. Baer Vice President
Kenneth F. Barkoff Vice President
Casimir F. Bolanowski Vice President
Michael E. Brannan Vice President
Timothy W. Call Vice President
Kevin T. Cannon Vice President
John R. Carl Vice President
William W. Collins, Jr. Vice President
Leo H. Cook Vice President
Richard W. Dabney Vice President
John F. Dolan Vice President
John C. Endahl Vice President
Sohaila S. Farsheed Vice President
William C. Fisher Vice President
Gerard J. Friscia Vice President and
Controller
Andrew L. Gangolf Vice President and Assistant Secretary
Assistant General
Counsel
Mark D. Gersten Vice President Treasurer and Chief
Financial Officer
Joseph W. Gibson Vice President
John Grambone Vice President
Charles M. Greenberg Vice President
Alan Halfenger Vice President
William B. Hanigan Vice President
Scott F. Heyer Vice President
C-8
<PAGE>
George R. Hrabovsky Vice President
Valerie J. Hugo Vice President
Scott Hutton Vice President
Thomas K. Intoccia Vice President
Larry P. Johns Vice President
Richard D. Keppler Vice President
Gwenn M. Kessler Vice President
Donna M. Lamback Vice President
James M. Liptrot Vice President
James P. Luisi Vice President
Christopher J. MacDonald Vice President
Michael F. Mahoney Vice President
Shawn P. McClain Vice President
Jeffrey P. Mellas Vice President
Thomas F. Monnerat Vice President
Christopher W. Moore Vice President
Joanna D. Murray Vice President
Nicole Nolan-Koester Vice President
John C. O'Connell Vice President
John J. O'Connor Vice President
James J. Posch Vice President
Domenick Pugliese Vice President & Assistant
Assistant General Secretary
Counsel
Bruce W. Reitz Vice President
Dennis A. Sanford Vice President
Karen C. Satterberg Vice President
C-9
<PAGE>
Robert C. Schultz Vice President
Raymond S. Sclafani Vice President
Richard J. Sidell Vice President
Teris A. Sinclair Vice President
Andrew D. Strauss Vice President
Michael J. Tobin Vice President
Joseph T. Tocyloski Vice President
Thomas J. Vaughn Vice President
Martha D. Volcker Vice President
Patrick E. Walsh Vice President
William C. White Vice President
Emilie D. Wrapp Vice President & Assistant
Special Counsel Secretary
Michael W. Alexander Assistant Vice
President
Richard J. Appaluccio Assistant Vice
President
Charles M. Barrett Assistant Vice
President
Robert F. Brendli Assistant Vice
President
Maria L. Carreras Assistant Vice
President
John P. Chase Assistant Vice
President
Russell R. Corby Assistant Vice
President
Jean A. Cronin Assistant Vice
President
John W. Cronin Assistant Vice
President
C-10
<PAGE>
Terri J. Daly Assistant Vice
President
Ralph A. DiMeglio Assistant Vice
President
Faith C. Dunn Assistant Vice
President
John E. English Assistant Vice
President
Duff C. Ferguson Assistant Vice
President
Brian S. Hanigan Assistant Vice
President
James J. Hill Assistant Vice
President
Eric. G. Kalender Assistant Vice
President
Robin L. Kraebel Assistant Vice
President
Edward W. Kelly Assistant Vice
President
Michael Laino Assistant Vice
President
Nicholas J. Lapi Assistant Vice
President
Patrick Look Assistant Vice
President &
Assistant Treasurer
Kristine J. Luisi Assistant Vice
President
Richard F. Meier Assistant Vice
President
Richard J. Olszewski Assistant Vice
President
Catherine N. Peterson Assistant Vice
President
C-11
<PAGE>
Rizwan A. Raja Assistant Vice
President
Carol H. Rappa Assistant Vice
President
Clara Sierra Assistant Vice
President
Gayle S. Stamer Assistant Vice
President
Vincent T. Strangio Assistant Vice
President
Marie R. Vogel Assistent Vice
President
Wesley S. Williams Assistant Vice
President
Matthew Witschel Assitant Vice
President
Christopher J. Zingaro Assistant Vice
President
Mark R. Manley Assistant Secretary
(c) Not applicable.
ITEM 30. Location of Accounts and Records.
The majority of the accounts, books and other documents
required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the rules thereunder
are maintained as follows: journals, ledgers,
securities records and other original records are
maintained principally at the offices of Alliance Fund
Services, Inc., 500 Plaza Drive, Secaucus, New Jersey,
07094 and at the offices of Brown Brothers Harriman &
Company, the Registrant's custodian, 40 Water Street,
Boston, Massachusetts 02109. All other records so
required to be maintained are maintained at the offices
of Alliance Capital Management L.P., 1345 Avenue of the
Americas, New York, New York, 10105.
C-12
<PAGE>
ITEM 31. Management Services.
Not applicable.
ITEM 32. Undertakings.
(c) The Registrant undertakes to furnish each person to whom
a prospectus is delivered with a copy of the
Registrant's latest report to shareholders, upon request
and without charge.
The Registrant undertakes to provide assistance to
shareholders in communications concerning the removal of
any Director of the Fund in accordance with Section 16
of the Investment Company Act of 1940.
C-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York and the State
of New York, on the 31st day of March, 1998.
Alliance Greater China
'97 Fund, Inc.
/s/ John D. Carifa
__________________________________
John D. Carifa
Chairman and President
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the date
indicated.
Signature Title Date
_____________ __________ ________
(1) Principal Executive Officer:
/s/ John D. Carifa Chairman and March 31, 1998
______________________ President
John D. Carifa
(2) Principal Financial
and Accounting Officer:
/s/ Mark D. Gersten Treasurer March 31, 1998
_____________________ and Chief
Mark D. Gersten Financial
Officer
(3) A majority of the Directors
John D. Carifa
David H. Dievler
William H. Foulk, Jr.
T.L. Tsim
/s/ Edmund P. Bergan, Jr. Secretary March 31, 1998
_________________________
(Attorney-in-fact)
C-14
<PAGE>
Index To Exhibits
(5) Advisory Agreement
(6)(a) Distribution Services Agreement
(8) Custodian Contract
(9) Transfer Agency Agreement
(11) Consent of Independent Auditors
(16) Schedule for Computation of Performance Quotations
(27) Financial Data Schedule
Other Exhibits: Powers of attorney for John D. Carifa,
David H. Dievler, William H. Foulk, Jr. and T.L. Tsim
C-15
00250235.AM6
ADVISORY AGREEMENT
Alliance Greater China '97 Fund, Inc.
1345 Avenue Of The Americas
New York, New York 10105
July 29, 1997
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Alliance 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
2
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.
3
(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
4
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
5
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 1% 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
6
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
7
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.
8
(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 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 mark 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.
9
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 GREATER
CHINA '97 FUND, INC.
By /s/ Edmund P. Bergan, Jr.
--------------------------
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/ John D. Carifa
-------------------
10
00250235.AC8
DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made as of July 29, 1997 between ALLIANCE
GREATER CHINA '97 FUND, INC., a Maryland corporation (the
"Fund"), and ALLIANCE FUND DISTRIBUTORS, INC., a Delaware
corporation (the "Underwriter").
WITNESSETH
WHEREAS, the Fund is registered under the
Investment Company Act of 1940, as amended (the "Investment
Company Act"), as a non-diversified, open-end management
investment company and it is in the interest of the Fund to
offer its shares for sale continuously;
WHEREAS, the Underwriter is a securities firm
engaged in the business of selling shares of investment
companies either directly to purchasers or through other
securities dealers;
WHEREAS, the Fund and the Underwriter wish to enter
into an agreement with each other with respect to the
continuous offering of the Fund's shares in order to promote
the growth of the Fund and facilitate the distribution of
its shares;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Appointment of the Underwriter. The
Fund hereby appoints the Underwriter as the principal
underwriter and distributor of the Fund to sell to the
public shares of its Class A Common Stock (the "Class A
shares"), Class B Common Stock (the "Class B shares"), Class
C Common Stock (the "Class C shares"), Advisor Class Common
Stock (the "Advisor Class shares") and shares of such other
class or classes as the Fund and the Underwriter shall from
time to time mutually agree in writing shall become subject
to this Agreement (the "New shares") (the Class A shares,
the Class B shares, the Class C shares, the Advisor Class
shares and New shares being collectively referred to herein
as the "shares") and hereby agrees during the term of this
Agreement to sell shares to the Underwriter upon the terms
and conditions herein set forth.
SECTION 2. Exclusive Nature of Duties. The
Underwriter shall be the exclusive representative of the
Fund to act as principal underwriter and distributor of the
shares except that the rights given under this Agreement to
the Underwriter shall not apply to shares issued in
connection with (a) the merger or consolidation of any other
investment company with the Fund, (b) the Fund's acquisition
by purchase or otherwise of all or substantially all of the
assets or stock of any other investment company or (c) the
reinvestment in shares by the Fund's shareholders of
dividends or other distributions.
SECTION 3. Purchase of Shares from the Fund.
(a) Prior to the continuous offering of the shares
commencing on a date agreed upon by the Fund and the
Underwriter, the Underwriter agrees to solicit subscriptions
for shares during an initial offering period which shall
last for such period as may be agreed upon by the parties
hereto. The subscriptions will be payable within six
business days after the termination of the initial offering
period.
(b) After a period of time following the
termination of the initial offering period, which will be
determined by the Fund, the Fund will commence a continuous
offering of its shares and thereafter the Underwriter shall
have the right to buy from the Fund the shares needed to
fill unconditional orders for shares of the Fund placed with
the Underwriter by investors or securities dealers,
depository institutions or other financial intermediaries
acting as agent for their customers. The price which the
Underwriter shall pay for the shares so purchased from the
Fund shall be the net asset value, determined as set forth
in Section 3(d) hereof, used in determining the public
offering price on which such orders are based.
(c) The shares are to be resold by the Underwriter
to investors at a public offering price, as set forth in
Section 3(c) hereof, or to securities dealers, depository
institutions or other financial intermediaries acting as
agent for their customers having agreements with the
Underwriter upon the terms and conditions set forth in
Section 8 hereof.
(d) The public offering price of the shares, i.e.,
the price per share at which the Underwriter or selected
dealers or selected agents (each as defined in Section 8(a)
below) may sell shares to the public, shall be the public
offering price determined in accordance with the then
current prospectus and statement of additional information
of the Fund (the "Prospectus" and "Statement of Additional
Information," respectively) under the Securities Act of
1933, as amended (the "Securities Act"), relating to such
shares, but not to exceed the net asset value at which the
Underwriter is to purchase such shares, plus, in the case of
Class A shares, an initial sales charge equal to a specified
2
percentage or percentages of the public offering price of
the Class A shares as set forth in the Prospectus. Class A
shares may be sold without such a sales charge to certain
classes of persons as from time to time set forth in the
Prospectus and Statement of Additional Information. All
payments to the Fund hereunder shall be made in the manner
set forth in Section 3(g) hereof.
(e) The net asset value of shares of the Fund
shall be determined by the Fund, or any agent of the Fund,
as of the close of regular trading on the New York Stock
Exchange on each Fund business day in accordance with the
method set forth in the Prospectus and Statement of
Additional Information and guidelines established by the
Directors of the Fund.
(f) The Fund reserves the right to suspend the
offering of its shares at any time in the absolute
discretion of its Directors.
(g) The Fund, or any agent of the Fund designated
in writing to the Underwriter by the Fund, shall be promptly
advised by the Underwriter of all purchase orders for shares
received by the Underwriter. Any order may be rejected by
the Fund; provided, however, that the Fund will not
arbitrarily or without reasonable cause refuse to accept or
confirm orders for the purchase of shares. The Fund (or its
agent) will confirm orders upon their receipt, will make
appropriate book entries and upon receipt by the Fund (or
its agent) of payment thereof, will deliver deposit receipts
or certificates for such shares pursuant to the instructions
of the Underwriter. Payment shall be made to the Fund in
New York Clearing House funds. The Underwriter agrees to
cause such payment and such instructions to be delivered
promptly to the Fund (or its agent).
SECTION 4. Repurchase or Redemption of
Shares by the Fund.
(a) Any of the outstanding shares may be tendered
for redemption at any time, and the Fund agrees to redeem or
repurchase the shares so tendered in accordance with its
obligations as set forth in Section 8(d) of ARTICLE FIFTH of
its Articles of Incorporation and in accordance with the
applicable provisions set forth in the Prospectus and
Statement of Additional Information. The price to be paid
to redeem or repurchase the shares shall be equal to the net
asset value calculated in accordance with the provisions of
Section 3(c) hereof, less any applicable sales charge. All
payments by the Fund hereunder shall be made in the manner
set forth below. The redemption or repurchase by the Fund
3
of any of the Class A shares purchased by or through the
Underwriter will not affect the initial sales charge secured
by the Underwriter or any selected dealer or compensation
paid to any selected agent (unless such selected dealer or
selected agent has otherwise agreed with the Underwriter),
in the course of the original sale, regardless of the length
of the time period between purchase by an investor and his
tendering for redemption or repurchase.
The Fund (or its agent) shall pay the total amount
of the redemption price and, except as may be otherwise
required by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. (the "NASD") and any
interpretations thereof ("NASD rules and interpretations"),
the deferred sales charges, if any, pursuant to the
instructions of the Underwriter in New York Clearing House
funds on or before the seventh business day subsequent to
its having received the notice of redemption in proper form.
(b) Redemption of shares or payment may be
suspended at times when the New York Stock Exchange is
closed, when trading thereon is closed, when trading thereon
is restricted, when an emergency exists as a result of which
disposal by the Fund of securities owned by it is not
reasonably practicable or it is not reasonably practicable
for the Fund fairly to determine the value of its net
assets, or during any other period when the Securities and
Exchange Commission, by order, so permits.
SECTION 5. Plan of Distribution.
(a) It is understood that Sections 5, 12 and 16
hereof together constitute a plan of distribution (the
"Plan") within the meaning of Rule 12b-1 adopted by the
Securities and Exchange Commission under the Investment
Company Act ("Rule 12b-1").
(b) Except as may be required by NASD rules and
interpretations, the Fund will pay to the Underwriter each
month a distribution services fee with respect to each
portfolio of the Fund ("Portfolio") that will not exceed, on
an annualized basis, .30% of the aggregate average daily net
assets of the Fund attributable to the Class A shares, 1.00%
of the aggregate average daily net assets of the Fund
attributable to the Class B shares and 1.00% of the
aggregate average daily net assets of the Fund attributable
to the Class C shares. With respect to each Portfolio, the
distribution services fee will be used in its entirety by
the Underwriter to make payments (i) to compensate broker-
dealers or other persons for providing distribution
assistance, (ii) to otherwise promote the sale of shares of
4
each Portfolio, including payment for the preparation,
printing and distribution of prospectuses and sales
literature or other promotional activities, and (iii) to
compensate broker-dealers, depository institutions and other
financial intermediaries for providing administrative,
accounting and other services with respect to each
Portfolio's shareholders. A portion of the distribution
services fee that will not exceed, on an annualized basis,
.25% of the aggregate average daily net assets of the Fund
attributable to each of the Class A shares, Class B shares
and Class C shares will constitute a service fee that will
be used by the Underwriter for personal service and/or the
maintenance of shareholder accounts within the meaning of
NASD rules and interpretations.
(c) Alliance Capital Management L.P., the Fund's
investment adviser (the "Adviser"), may make payments from
time to time from its own resources for the purposes
described in Section 5(b) hereof.
(d) Payments to broker-dealers, depository
institutions and other financial intermediaries for the
purposes set forth in Section 5(b) are subject to the terms
and conditions of the written agreements between the
Underwriter and each broker-dealer, depository institution
or other financial intermediary. Such agreements will be in
a form satisfactory to the Directors of the Fund.
(e) The Treasurer of the Fund will prepare and
furnish to the Fund's Directors, and the Directors will
review, at least quarterly, a written report complying with
the requirements of Rule 12b-1 setting forth all amounts
expended hereunder and the purposes for which such
expenditures were made.
(f) The Fund is not obligated to pay any
distribution expense in excess of the distribution services
fee described above in Section 5(b) hereof. Any expenses of
distribution of the Fund's Class A shares accrued by the
Underwriter in one fiscal year of the Fund may not be paid
from distribution services fees received from the Fund in
respect of Class A shares in another fiscal year. Any
expenses of distribution of the Fund's Class B shares or
Class C shares accrued by the Underwriter in one fiscal year
of the Fund may be carried forward and paid from
distribution services fees received from the Fund in respect
of such class of shares in another fiscal year. No portion
of the distribution services fees received from the Fund in
respect of Class A shares may be used to pay any interest
expense, carrying charges or other financing costs or
allocation of overhead of the Underwriter. The distribution
5
services fees received from the Fund in respect of Class B
shares and Class C shares may be used to pay interest
expenses, carrying charges and other financing costs or
allocation of overhead of the Underwriter to the extent
permitted by Securities and Exchange Commission rules,
regulations or Securities and Exchange Commission staff no-
action or interpretative positions in effect from time to
time. In the event this Agreement is terminated by either
party or is not continued with respect to a class as
provided in Section 12 below: (i) no distribution services
fees (other than current amounts accrued but not yet paid)
will be owed by the Fund to the Underwriter with respect to
that class, and (ii) the Fund will not be obligated to pay
the Underwriter for any amounts expended hereunder not
previously reimbursed by the Fund from distribution services
fees in respect of shares of such class or recovered through
deferred sales charges. The distribution services fee of a
particular class may not be used to subsidize the sale of
shares of any other class.
SECTION 6. Duties of the Fund.
(a) The Fund shall furnish to the Underwriter
copies of all information, financial statements and other
papers that the Underwriter may reasonably request for use
in connection with the distribution of shares of the Fund,
and this shall include one certified copy, upon request by
the Underwriter, of all financial statements prepared for
the Fund by independent public accountants. The Fund shall
make available to the Underwriter such number of copies of
the Prospectus as the Underwriter shall reasonably request.
(b) The Fund shall take, from time to time, but
subject to the necessary approval of its shareholders, all
necessary action to fix the number of authorized shares and
such steps as may be necessary to register the same under
the Securities Act, to the end that there will be available
for sale such number of shares as the Underwriter reasonably
may be expected to sell.
(c) The Fund shall use its best efforts to qualify
and maintain the qualification of an appropriate number of
its shares under the securities laws of such states as the
Underwriter and the Fund may approve. Any such
qualification may be withheld, terminated or withdrawn by
the Fund at any time in its discretion. As provided in
Section 9(b) hereof, the expense of qualification and
maintenance of qualification shall be borne by the Fund.
The Underwriter shall furnish such information and other
material relating to its affairs and activities as may be
required by the Fund in connection with such qualification.
6
(d) The Fund will furnish, in reasonable
quantities upon request by the Underwriter, copies of annual
and interim reports of the Fund.
SECTION 7. Duties of the Underwriter.
(a) The Underwriter shall devote reasonable time
and effort to effect sales of shares of the Fund, but shall
not be obligated to sell any specific number of shares. The
services of the Underwriter to the Fund hereunder are not to
be deemed exclusive and nothing in this Agreement shall
prevent the Underwriter from entering into like arrangements
with other investment companies so long as the performance
of its obligations hereunder is not impaired thereby.
(b) In selling shares of the Fund, the Underwriter
shall use its best efforts in all material respects duly to
conform with the requirements of all federal and state laws
relating to the sale of such securities. Neither the
Underwriter, any selected dealer, any selected agent nor any
other person is authorized by the Fund to give any
information or to make any representations, other than those
contained in the Fund's Registration Statement on Form N-1A
(the "Registration Statement"), as amended from time to
time, under the Securities Act and the Investment Company
Act or the Prospectus and Statement of Additional
Information or any sales literature specifically approved in
writing by the Fund.
(c) The Underwriter shall adopt and follow
procedures, as approved by the officers of the Fund, for the
confirmation of sales to investors and selected dealers, the
collection of amounts payable by investors and selected
dealers on such sales, and the cancellation of unsettled
transactions, as may be necessary to comply with the
requirements of the NASD, as such requirements may from time
to time exist.
SECTION 8. Selected Dealer and Agent Agreements.
(a) The Underwriter shall have the right to enter
into selected dealer agreements with securities dealers of
its choice ("selected dealers") and selected agent
agreements with depository institutions and other financial
intermediaries of its choice ("selected agents") for the
sale of shares and fix therein the portion of the sales
charge that may be allocated to the selected dealers and
selected agents; provided, that the Fund shall approve the
forms of agreements with selected dealers and selected
agents and the selected dealer and selected agent
compensation set forth therein and shall evidence such
7
approval by filing said forms and amendments thereto as
exhibits to its then currently effective Registration
Statement. Shares sold to selected dealers or through
selected agents shall be for resale by such selected dealers
and selected agents only at the public offering price set
forth in the Prospectus and Statement of Additional
Information.
(b) Within the United States, the Underwriter
shall offer and sell shares only to such selected dealers as
are members in good standing of the NASD.
SECTION 9. Payment of Expenses.
(a) The Fund shall bear all costs and expenses of
the Fund, including fees and disbursements of its counsel
and auditors, in connection with the preparation and filing
of its Registration Statement and Prospectus and Statement
of Additional Information, and all amendments and
supplements thereto, and preparing and mailing annual and
interim reports and proxy materials to shareholders
(including but not limited to the expense of setting in type
any such registration statements, prospectuses, annual or
interim reports or proxy materials).
(b) The Fund shall bear the cost of expenses of
qualification of shares for sale, and, if necessary or
advisable in connection therewith, of qualifying the Fund as
an issuer or as a broker or dealer, in such states of the
United States or other jurisdiction as shall be selected by
the Fund and the Underwriter pursuant to Section 6(c) hereof
and the cost and expenses payable to each such state for
continuing qualification therein until the Fund decides to
discontinue such qualification pursuant to Section 6(c)
hereof.
SECTION 10. Indemnification.
(a) The Fund agrees to indemnify, defend and hold
the Underwriter, and any person who controls the Underwriter
within the meaning of Section 15 of the Securities Act, free
and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of
investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection
therewith) which the Underwriter or any such controlling
person may incur, under the Securities Act, or under common
law or otherwise, arising out of or based upon any alleged
untrue statement of a material fact contained in the Fund's
Registration Statement, Prospectus or Statement of
Additional Information in effect from time to time under the
8
Securities Act or arising out of or based upon any alleged
omission to state a material fact required to be stated in
any one thereof or necessary to make the statements in any
one thereof not misleading; provided, however, that in no
event shall anything herein contained be so construed as to
protect the Underwriter against any liability to the Fund or
its security holders to which the Underwriter would
otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties,
or by reason of the Underwriter's reckless disregard of its
obligations and duties under this Agreement. The Fund's
agreement to indemnify the Underwriter and any such
controlling person as aforesaid is expressly conditioned
upon the Fund's being notified of the commencement of any
action brought against the Underwriter or any such
controlling person, such notification to be given by letter
or by telegram addressed to the Fund at its principal office
in New York, New York, and sent to the Fund by the person
against whom such action is brought within ten days after
the summons or other first legal process shall have been
served. The failure to so notify the Fund of the
commencement of any such action shall not relieve the Fund
from any liability which it may have to the person against
whom such action is brought by reason of any such alleged
untrue statement or omission otherwise than on account of
the indemnity agreement contained in this Section 10. The
Fund will be entitled to assume the defense of any suit
brought to enforce any such claim, and to retain counsel of
good standing chosen by the Fund and approved by the
Underwriter. In the event the Fund does not elect to assume
the defense of any such suit and retain counsel of good
standing approved by the Underwriter, the defendant or
defendants in such suit shall bear the fees and expenses of
any additional counsel retained by any of them; but in case
the Fund does not elect to assume the defense of any such
suit, or in case the Underwriter does not approve of counsel
chosen by the Fund, the Fund will reimburse the Underwriter
or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any
counsel retained by the Underwriter or such persons. The
indemnification agreement contained in this Section 10 shall
remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Underwriter or
any controlling person and shall survive the sale of any of
the Fund's shares made pursuant to subscriptions obtained by
the Underwriter. This agreement of indemnity will inure
exclusively to the benefit of the Underwriter, to the
benefit of its successors and assigns, and to the benefit of
any controlling persons and their successors and assigns.
The Fund agrees promptly to notify the Underwriter of the
commencement of any litigation or proceeding against the
9
Fund in connection with the issue and sale of any of its
shares.
(b) The Underwriter agrees to indemnify, defend
and hold the Fund, its several officers and directors, and
any person who controls the Fund within the meaning of
Section 15 of the Securities Act, free and harmless from and
against any and all claims, demands, liabilities, and
expenses (including the cost of investigating or defending
such claims, demands or liabilities and any counsel fees
incurred in connection therewith) which the Fund, its
officers or directors, or any such controlling person may
incur under the Securities Act or under common law or
otherwise, but only to the extent that such liability, or
expense incurred by the Fund, its officers, directors or
such controlling person resulting from such claims or
demands shall arise out of or be based upon any alleged
untrue statement of a material fact contained in information
furnished in writing by the Underwriter to the Fund for use
in its Registration Statement, Prospectus or Statement of
Additional Information in effect from time to time under the
Securities Act, or shall arise out of or be based upon any
alleged omission to state a material fact in connection with
such information required to be stated in the Registration
Statement, Prospectus or Statement of Additional Information
or necessary to make such information not misleading. The
Underwriter's agreement to indemnify the Fund, its officers
and directors, and any such controlling person as aforesaid
is expressly conditioned upon the Underwriter being notified
of the commencement of any action brought against the Fund,
its officers or directors or any such controlling person,
such notification to be given by letter or telegram
addressed to the Underwriter at its principal office in New
York, and sent to the Underwriter by the person against whom
such action is brought, within ten days after the summons or
other first legal process shall have been served. The
Underwriter shall have a right to control the defense of
such action, with counsel of its own choosing, satisfactory
to the Fund, if such action is based solely upon such
alleged misstatement or omission on its part, and in any
other event the Underwriter and the Fund, and their officers
and directors or such controlling person, shall each have
the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify
the Underwriter of the commencement of any such action shall
not relieve the Underwriter from any liability which it may
have to the Fund, to its officers and trustees, or to such
controlling person by reason of any such untrue statement or
omission on the part of the Underwriter otherwise than on
account of the indemnity agreement contained in this Section
10.
10
SECTION 11. Notification by the Fund.
The Fund agrees to advise the Underwriter
immediately:
(a) of any request by the Securities and Exchange
Commission for amendments to the Fund's Registration
Statement, Prospectus or Statement of Additional Information
or for additional information,
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending the
effectiveness of the Fund's Registration Statement,
Prospectus or Statement of Additional Information or the
initiation of any proceeding for that purpose,
(c) of the happening of any material event which
makes untrue any statement made in the Fund's Registration
Statement, Prospectus or Statement of Additional Information
or which requires the making of a change in any one thereof
in order to make the statements therein not misleading, and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to the Fund's
Registration Statement, Prospectus or Statement of
Additional Information which may from time to time be filed
with the Securities and Exchange Commission under the
Securities Act.
SECTION 12. Term of Agreement.
(a) This Agreement shall become effective on the
date hereof and shall continue in effect until June 30,
1998, and thereafter for successive twelve-month periods
(computed from each July 1) with respect to each class;
provided, however, that such continuance is specifically
approved at least annually by the Directors of the Fund or
by vote of the holders of a majority of the outstanding
voting securities (as defined in the Investment Company Act)
of that class, and, in either case, by a majority of the
Directors of the Fund who are not parties to this Agreement
or interested persons, as defined in the Investment Company
Act, of any such party (other than as directors of the Fund)
and who have no direct or indirect financial interest in the
operation of the Plan or any agreement related thereto;
provided further, however, that if the continuation of this
Agreement is not approved as to a class or a Portfolio, the
Underwriter may continue to render to such class or
Portfolio the services described herein in the manner and to
the extent permitted by the Act and the rules and
regulations thereunder. Upon effectiveness of this
11
Agreement, it shall supersede all previous agreements
between the parties hereto covering the subject matter
hereof. This Agreement may be terminated (i) by the Fund
with respect to any class or Portfolio at any time, without
the payment of any penalty, by the vote of a majority of the
outstanding voting securities (as so defined) of such class
or Portfolio, or by a vote of a majority of the Directors of
the Fund who are not interested persons, as defined in the
Investment Company Act, of the Fund (other than as directors
of the Fund) and have no direct and indirect financial
interest in the operation of the Plan or any agreement
related thereto, in any such event on sixty days' written
notice to the Underwriter; provided, however, that no such
notice shall be required if such termination is stated by
the Fund to relate only to Sections 5 and 16 hereof (in
which event Sections 5 and 16 shall be deemed to have been
severed herefrom and all other provisions of this Agreement
shall continue in full force and effect), or (ii) by the
Underwriter with respect to any Portfolio on sixty days'
written notice to the Fund.
(b) This Agreement may be amended at any time with
the approval of the Directors of the Fund, provided that (i)
any material amendments of the terms hereof will become
effective only upon approval as provided in the first
proviso of the first sentence of Section 12(a) hereof, and
(ii) any amendment to increase materially the amount to be
expended for distribution services fees pursuant to Section
5(b) hereof will be effective only upon the additional
approval by a vote of a majority of the outstanding voting
securities as defined in the Investment Company Act of the
class or Portfolio affected.
SECTION 13. No Assignment. This Agreement may not
be transferred, assigned, sold or in any manner hypothecated
or pledged by either party hereto and this Agreement shall
terminate automatically in the event of any such transfer,
assignment, sale, hypothecation or pledge. 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.
SECTION 14. Notices. Any notice required or
permitted to be given hereunder by either party to the other
shall be deemed sufficiently given if sent by registered
mail, postage prepaid, addressed by the party giving such
notice to the other party at the last address furnished by
such other party to the party given notice, and unless and
12
until changed pursuant to the foregoing provisions hereof
addressed to the Fund or the Underwriter.
SECTION 15. Governing Law. The provisions of this
Agreement shall be, to the extent applicable, construed and
interpreted in accordance with the laws of the State of New
York.
SECTION 16. Disinterested Directors of the Fund.
While the Agreement is in effect, the selection and
nomination of the Directors who are not "interested persons"
of the Fund (as defined in the Investment Company Act) will
be committed to the discretion of such disinterested
Directors.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement.
ALLIANCE GREATER CHINA
'97 FUND, INC.
By /s/ Edmund P. Bergan, Jr.
--------------------------
ALLIANCE FUND DISTRIBUTORS,
INC.
By /s/ Robert Errico
--------------------------
Accepted as to
Sections 5, 12 and 16
as of July 29, 1997:
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management Corporation,
General Partner
By /s/ John D. Carifa
-------------------------
13
00250235.AF9
CUSTODIAN AGREEMENT
AGREEMENT made this 29th day of July, 1997 between
ALLIANCE GREATER CHINA '97 FUND, INC. (the "Fund") and Brown
Brothers Harriman & Co. (the "Custodian").
WITNESSETH: That in consideration of the mutual
covenants and agreements herein contained, the parties
hereto agree as follows:
1. The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the
provisions of this Agreement. The Custodian shall not be
under any duty or obligation to require the Fund to deliver
to it any securities or funds owned by the Fund and shall
have no responsibility or liability for or on account of
securities or funds not so delivered. The Fund will deposit
with the Custodian copies of the Articles of Incorporation
and By-Laws (or comparable documents) of the Fund and all
amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or
convenient to the Custodian in the performance of its
duties.
2. Except for securities and funds held by
subcustodians appointed pursuant to the provisions of
Section 3 hereof, the Custodian shall have and perform the
following powers and duties:
A. Safekeeping - To keep safely the securities of
the Fund that have been delivered to the Custodian and from
time to time to receive delivery of securities for
safekeeping.
B. Manner of Holding Securities - To hold
securities of the Fund (1) by physical possession of the
share certificates or other instruments representing such
securities in registered or bearer form, or (2) in book-
entry form by a Securities System (as said term is defined
in Section 2U).
C. Registered Name; Nominee - To hold registered
securities of the Fund (1) in the name or any nominee name
of the Custodian or the Fund, or in the name or any nominee
name of any agent appointed pursuant to Section 6E, or (2)
in street certificate form, so-called, and in any case with
or without any indication of fiduciary capacity.
D. Purchases - Upon receipt of Proper
Instructions, as defined in Section Y, insofar as funds are
available for the purpose, to pay for and receive securities
purchased for the account of the Fund, payment being made
only upon receipt of the securities (1) by the Custodian, or
(2) by a clearing corporation of a national securities
2
exchange of which the Custodian is a member, or (3) by a
Securities System. However, (i) in the case of repurchase
agreements entered into by the Fund, the Custodian (as well
as an Agent) may release funds to a Securities System or to
a Subcustodian prior to the receipt of advice from the
Securities System or Subcustodian that the securities
underlying such repurchase agreement have been transferred
by book entry into the Account (as defined in Section 2U) of
the Custodian (or such Agent) maintained with such
Securities System or Subcustodian, so long as such payment
instructions to the Securities System or Subcustodian
include a requirement that delivery is only against payment
for securities, (ii) in the case of foreign exchange
contracts, options, time deposits, call account deposits,
currency deposits and other deposits, contracts or options
pursuant to Sections 2J, 2I,, 2M and 2N, the Custodian may
make payment therefor without receiving an instrument
evidencing said deposit, contract or option so long as such
payment instructions detail specific securities to be
acquired, and (iii) in the case of securities in which
payment for the security and receipt of the instrument
evidencing the security are under generally accepted trade
practice or the terms of the instrument representing the
security expected to take place in different locations or
3
through separate parties, such as commercial paper which is
indexed to foreign currency exchange rates, derivatives and
similar securities, the Custodian may make payment for such
securities prior to delivery thereof in accordance with such
generally accepted trade practice or the terms of the
instrument representing such security.
E. Exchanges - Upon receipt of proper
instructions to exchange securities held by it for the
account of the Fund for other securities in connection with
any reorganization, recapitalization, split-up of shares,
change of par value, conversion or other event, and to
deposit any such securities in accordance with the terms of
any reorganization or protective plan. Without such
instructions, the Custodian may surrender securities in
temporary form for definitive securities, may surrender
securities for transfer into a name or nominee name as
permitted in Section 2C, and may surrender securities for a
different number of certificates or instruments representing
the same number of shares or same principal amount of
indebtedness, provided the securities to be issued are to be
delivered to the Custodian and further provided custodian
shall at the time of surrendering securities or instruments
receive a receipt or other evidence of ownership thereof.
4
F. Sales of Securities - Upon receipt of proper
instructions, to make delivery of securities which have been
sold for the account of the Fund, but only against payment
therefor (1) in cash, by a certified check, bank cashier's
check, bank credit, or bank wire transfer, or (2) by credit
to the account of the Custodian with a clearing corporation
of a national securities exchange of which the Custodian is
a member, or (3) by credit to the account of the Custodian
or an Agent of the Custodian with a Securities System;
provided, however, that (i) in the case of delivery of
physical certificates or instruments representing
securities, the Custodian may make delivery to the broker
buying the securities, against receipt therefor, for
examination in accordance with "street delivery" custom,
provided that the payment therefor is to be made to the
Custodian (which payment may be made by a broker's check) or
that such securities are to be returned to the Custodian,
and (ii) in the case of securities referred to in clause
(iii) of the last sentence of Section 2D, the Custodian may
make settlement, including with respect to the form of
payment, in accordance with generally accepted trade
practice relating to such securities or the terms of the
instrument representing said security.
5
G. Depositary Receipts - Upon receipt of proper
instructions, to instruct a subcustodian appointed pursuant
to Section 3 hereof (a "Subcustodian") or an agent of the
Custodian appointed pursuant to Section 6E hereof (an
"Agent") to surrender securities to the depositary used by
an issuer of American Depositary Receipts or International
Depositary communication evidencing the expiration,
termination or exercise of such covered option furnished by
The Options Clearing Corporation, the securities or options
exchange on which such covered option is traded or such
other organization as may be responsible for handling such
options transactions.
K. Borrowings - Upon receipt of proper
instructions to deliver securities of the Fund to lenders or
their agents as collateral for borrowings effected by the
Fund, provided that such borrowed money is payable to or
upon the Custodian's order as Custodian for the Fund.
L. Demand Deposit Bank Accounts - To open and
operate an account or accounts in the name of the Fund on
the Custodian's books subject only to draft or order by the
Custodian. All funds received by the Custodian from or for
the account of the Fund shall be deposited in said
account(s). The responsibilities of the Custodian to the
6
Fund for deposits accepted on the Custodian's books shall be
that of a U.S. bank for a similar deposit.
If and when authorized by proper instructions, the
Custodian may open and operate an additional account(s) in
such other banks or trust companies as may be designated by
the Fund in such instructions (any such bank or trust
company so designated by the Fund being referred to
hereafter as a "Banking Institution"), provided that such
account(s) shall be in the name of the Custodian for account
of the Fund and subject only to the Custodian's draft or
order. Such accounts may be opened with Banking Institutions
in the United States and in other countries and may be
denominated in either U.S. Dollars or other currencies as
the Fund may determine. All such deposits shall be deemed to
be portfolio securities of the Fund and accordingly the
responsibility of the Custodian therefore shall be the same
as and no greater than the Custodian's responsibility in
respect of other portfolio securities of the Fund.
M. Interest Bearing Call or Time Deposits - To
place interest bearing fixed term and call deposits with
such banks and in such amounts as the Fund may authorize
pursuant to proper instructions. Such deposits may be placed
with the Custodian or with Subcustodians or other Banking
Institutions as the Fund may determine. Deposits may be
7
denominated in U.S. Dollars or other currencies and need not
be evidenced by the issuance or delivery of a certificate to
the Custodian, provided that the Custodian shall include in
its records with respect to the assets of the Fund,
appropriate notation as to the amount and currency of each
such deposit, the accepting Banking Institution, and other
appropriate details. Such deposits other than those placed
with the Custodian, shall be deemed portfolio securities of
the Fund and the responsibilities of the Custodian therefor
shall be the same as those for demand deposit bank accounts
placed with other banks, as described in Section 2.L of this
agreement. The responsibility of the Custodian for such
deposits accepted on the Custodian's books shall be that of
a U.S. bank for a similar deposit.
N. Foreign Exchange Transactions and Futures
Contracts - Pursuant to proper instructions, to enter into
foreign exchange contracts or options to purchase and sell
foreign currencies for spot and future delivery on behalf
and for the account of the Fund. Such transactions may be
undertaken by the Custodian with such Banking Institutions,
including the Custodian and Subcustodian(s) as principals,
as approved and authorized by the Fund. Foreign exchange
contracts and options other than those executed with the
Custodian, shall be deemed to be portfolio securities of the
8
Fund and the responsibilities of the Custodian therefor
shall be the same as those for demand deposit bank accounts
placed with other banks as described in Section 2.L of this
agreement. Upon receipt of proper instructions, to receive
and retain confirmations evidencing the purchase or sale of
a futures contract or an option on a futures contract by the
Fund; to deposit and maintain in a segregated account, for
the benefit of any futures commission merchant or to pay to
such futures commission merchant, assets designated by the
fund as initial, maintenance or variation "margin" deposits
intended to secure the Fund's performance of its obligations
under any futures contracts purchased or sold or any options
on futures contracts written by the Fund, in accordance with
the provisions of any agreement or agreements among any of
the Fund, the Custodian and such futures commission
merchant, designated to comply with the rules of the
Commodity Futures Trading Commission and/or any contract
market, or any similar organization or organizations,
regarding such margin deposits; and to release and/or
transfer assets in such margin accounts only in accordance
with any such agreements or rules.
O. Stock Loans - Upon receipt of proper
instructions, to deliver securities of the Fund, in
connection with loans of securities by the Fund, to the
9
borrower thereof upon the receipt of the cash collateral, if
any, for such borrowing. In the event U.S. Government
securities are to be used as collateral, the Custodian will
not release the securities to be loaned until it has
received confirmation that such collateral has been
delivered to the Custodian. The Custodian and Fund
understand that the timing of receipt of such confirmation
will normally require that the delivery of securities to be
loaned will be made one day after receipt of the U.S.
Government collateral.
P. Collections - To collect, receive and deposit
in said account or accounts all income, payments of
principal and other payments with respect to the securities
held hereunder, and in connection therewith to deliver the
certificates or other instruments representing the
securities to the issuer thereof or its agent when
securities are called, redeemed, retired or otherwise become
payable; provided, that the payment is to be made in such
form and manner and at such time, which may be after
delivery by the Custodian of the instrument representing the
security, as is in accordance with the terms of the
instrument representing the security, or such proper
instructions as the Custodian may receive, or governmental
regulations, the rules of Securities Systems or other U.S.
10
securities depositories and clearing agencies or, with
respect to securities referred to in clause (iii) of the
last sentence of Section 2.D, in accordance with generally
accepted trade practice; (ii) to execute ownership and other
certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other
payments with respect to securities of the Fund or in
connection with transfer of securities, and (iii) pursuant
to proper instructions to take such other actions with
respect to collection or receipt of funds or transfer of
securities which involve an investment decision.
Q. Dividends, Distributions and Redemptions -
Upon receipt of proper instructions from the Fund, or upon
receipt of instructions from the Fund's shareholder
servicing agent or agent with comparable duties (the
"Shareholder Servicing Agent") (given by such person or
persons and in such manner on behalf of the Shareholder
Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the
Shareholder Servicing Agent or otherwise apply funds or
securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon
receipt of proper instructions from the Fund, or upon
receipt of instructions from the Shareholder Servicing Agent
11
(given by such person or persons and in such manner on
behalf of the Shareholder Servicing Agent as the Fund shall
have authorized), the Custodian shall release funds or
securities, insofar as available, to the Shareholder
Servicing Agent or as such Agent shall otherwise instruct
for payment to Fund shareholders who have delivered to such
Agent a request for repurchase or redemption of their shares
of capital stock of the Fund.
R. Proxies, Notices, Etc. - Promptly to deliver
or mail to the Fund all forms of proxies and all notices of
meetings and any other notices or announcements affecting or
relating to securities owned by the Fund that are received
by the Custodian, and upon receipt of proper instructions,
to execute and deliver or cause its nominee to execute and
deliver such proxies or other authorizations as may be
required. Neither the Custodian nor its nominee shall vote
upon any of such securities or execute any proxy to vote
thereon or give any consent or take any other action with
respect thereto (except as otherwise herein provided) unless
ordered to do so by proper instructions.
S. Nondiscretionary Details - Without the
necessity of express authorization from the Fund, (1) to
attend to all nondiscretionary details in connection with
the sale, exchange, substitution, purchase, transfer or
12
other dealings with securities, funds or other property of
the Portfolio held by the Custodian except as otherwise
directed from time to time by the Directors of the Fund, and
(2) to make payments to itself or others for minor expenses
of handling securities or other similar items relating to
the Custodian's duties under this Agreement, provided that
all such payments shall be accounted for to the Fund.
T. Bills - Upon receipt of proper instructions to
pay or cause to be paid, insofar as funds are available for
the purpose, bills, statements, or other obligations of the
Fund.
U. Deposit of Fund Assets in Securities Systems -
The Custodian may deposit and/or maintain securities owned
by the Fund in (i) The Depository Trust Company, (ii) any
book-entry system as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350,
or the book-entry regulations of federal agencies
substantially in the form of Subpart O, or (iii) any other
domestic clearing agency registered with the Securities and
Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository
and whose use the Fund has previously approved in writing
(each of the foregoing being referred to in this Agreement
as a "Securities System"). Utilization of a Securities
13
System shall be in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules
and regulations, if any, and subject to the following
provisions:
1) The Custodian may deposit and/or maintain Fund
securities, either directly or through one or more Agents
appointed by the Custodian (provided that any such agent
shall be qualified to act as a custodian of the Fund
pursuant to the Investment Company Act of 1940 and the rules
and regulations thereunder), in a Securities System provided
that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities
System which shall not include any assets of the Custodian
or Agent other than assets held as a fiduciary, custodian,
or otherwise for customers;
2) The records of the Custodian with respect to
securities of the Fund which are maintained in a Securities
System shall identity by book-entry those securities
belonging to the Fund;
3) The Custodian shall pay for securities
purchased for the account of the Fund upon (i) receipt of
advice from the Securities System that such securities have
been transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
14
payment and transfer for the account of the Fund. The
Custodian shall Transfer securities sold for the account of
the Fund upon (i) receipt of advice from the Securities
System that payment for such securities has been transferred
to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all advices
from the Securities System of transfers of securities for
the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian or an Agent as
referred to above, and be provided to the Fund at its
request. The Custodian shall furnish the Fund confirmation
of each transfer to or from the account of the Fund in the
form of a written advice or notice and shall furnish to the
Fund copies of daily transaction sheets reflecting each
day's transactions in the Securities System for the account
of the Fund on the next business day;
4) The Custodian shall provide the Fund with any
report obtained by the Custodian or any Agent as referred to
above on the Securities System's accounting system, internal
accounting control and procedures for safeguarding
securities deposited in the Securities System; and the
Custodian and such Agents shall send to the, Fund such
15
reports on their own systems of internal accounting control
as the Fund may reasonably request from time to time.
5) At the written request of the Fund, the
Custodian will terminate the use of any such Securities
System on behalf of the Fund as promptly as practicable.
V. Other Transfers - Upon receipt of Proper
Instructions, to deliver securities, funds and other
property of the Fund to a Subcustodian or another custodian
of the Fund; and, upon receipt of proper instructions, to
make such other disposition of securities, funds or other
property of the Fund in a manner other than or for purposes
other than as enumerated elsewhere in this Agreement,
provided that the instructions relating to such disposition
shall include a statement of the purpose for which the
delivery is to be made, the amount of securities to be
delivered and the name of the person or persons to whom
delivery is to be made.
W. Investment Limitations - In performing its
duties generally, and more particularly in connection with
the purchase, sale and exchange of securities made by or for
the Fund, the Custodian may assume unless and until notified
in writing to the contrary that proper instructions received
by it are not in conflict with or in any way contrary to any
provisions of the Fund's Articles of Incorporation or By-
16
Laws (or comparable documents) or votes or proceedings of
the shareholders or Directors of the Fund. The Custodian
shall in no event be liable to the Fund and shall be
indemnified by the Fund for any violation which occurs in
the course of carrying out instructions given by the Fund of
any investment limitations to which the Fund is subject or
other limitations with respect to the Fund's powers to make
expenditures, encumber securities, borrow or take similar
actions affecting its portfolio.
X. Restricted Securities - Notwithstanding any
other provision of this Agreement, the Custodian shall not
be liable for failure to take any action in respect of a
"restricted security" (as hereafter defined) if the
Custodian has not received Proper Instructions to take such
action (including but not limited to the failure to exercise
in a timely manner any right in respect of any restricted
security) unless the Custodian's responsibility to take such
action is set forth in a writing, agreed upon by the
Custodian and the Fund or the investment adviser of the
Fund, which specifies particular actions the Custodian is to
take without Proper Instructions in respect of specified
rights and obligations pertaining to a particular restricted
security. Further, the Custodian shall not be responsible
for transmitting to the Fund information concerning a
17
restricted security, such as with respect to exercise
periods and expiration dates for rights relating to the
restricted security, except such information which the
Custodian actually receives or which is published in a
source which is publicly distributed and generally
recognized as a major source of information with respect to
corporate actions of securities similar to the particular
restricted security. As used herein, the term "restricted
securities" shall mean securities which are subject to
restrictions on transfer, whether by reason of contractual
restrictions or federal, state or foreign securities or
similar laws, or securities which have special rights or
contractual features which do not apply to publicly-traded
shares of, or comparable interests representing, such
security.
Y. Proper Instructions - Proper instructions
shall include in order of preference, authenticated electro-
mechanical communications including SWIFT and tested telex;
a written request signed by two or more authorized persons
as set forth below; telefax transmissions and oral
instructions. Each of the foregoing methods of communicating
proper instructions is described and defined below and may
from time to time be further described and defined in
18
written operating memoranda between the Custodian and the
Fund.
Proper Instructions may include communications
effected directly between electro-mechanical or electronic
devices or systems, including authenticated SWIFT and tested
telex transmissions. The media through which such Proper
Instructions shall be transmitted and the data which must be
contained in such Proper Instructions in order for such
instruction to be complete shall be set forth in certain
operating memoranda to which the Custodian and the Fund
shall from time to time agree. The Fund shall be responsible
for sending instructions which meet the requirements set
forth therein and the Custodian shall only be responsible
for acting on instructions which meet such requirements. The
Custodian shall not be liable for direct or consequential
losses resulting from technical failures of any kind in
respect of instructions sent via electro-mechanical or
electronic communications.
Proper Instructions shall include a written
request, direction, instruction or certification signed or
initialed on behalf of the Fund by two or more persons as
the Board of Trustees or Directors of the Fund shall have
from time to time authorized, provided, however, that no
such instructions directing the delivery of securities or
19
the payment of funds to an authorized signatory of the Fund
shall be signed by such persons. Those persons authorized to
give proper instructions may be identified by the Board of
Trustees or Directors by name, title or position and will
include at least one officer empowered by the Board to name
other individuals who are authorized to give proper
instructions on behalf of the Fund. Telephonic or other
oral instructions or instructions given by facsimile
transmission may be given by any one of the above persons
and will be considered proper instructions if the Custodian
reasonably believes them to have been given by a person
authorized to give such instructions with respect to the
transaction involved.
With respect to telefax transmissions, the Fund
hereby acknowledges that (i) receipt of legible instructions
cannot be assured, (ii) the Custodian cannot verify that
authorized signatures on telefax instructions are original,
and (iii) the Custodian shall not be responsible for losses
or expenses incurred through actions taken in reliance on
such telefax instructions.
The Custodian may act on oral instructions provided
such instructions will be confirmed by authenticated
electro-mechanical communications in the manner set forth
above but the lack of such confirmation shall in no way
20
affect any action taken by the Custodian in reliance upon
such oral instructions. The Fund authorizes the Custodian to
tape record any and all telephonic or other oral
instructions given to the Custodian by or on behalf of the
Fund (including any of its officers, Directors, Trustees,
employees or agents or any investment manager or adviser or
person or entity with similar responsibilities which is
authorized to give proper instructions on behalf of the Fund
to the Custodian.)
Proper instructions may relate to specific
transactions or to types or classes of transactions, and may
be in the form of standing instructions.
Proper instructions may include communications
effected directly between electro-mechanical or electronic
devices or systems, in addition to tested telex, provided
that the Fund and the Custodian agree to the use of such
device or system.
3. Securities, funds and other property of the
Fund may be held by subcustodians appointed pursuant to the
provisions of this Section 3 (a "Subcustodian"). The
Custodian may, at any time and from time to time, appoint
any bank or trust company (meeting the requirements of a
custodian or a foreign custodian under the Investment
Company Act of 1940 and the rules and regulations
21
thereunder) to act as a Subcustodian for the Fund, provided
that the Fund shall have approved in writing (1) any such
bank or trust company and the subcustodian agreement to be
entered into between such bank or trust company and the
Custodian, and (2) if the subcustodian is a bank organized
under the laws of a country other than the United States,
the holding of securities, cash and other property of the
Fund in the country in which it is proposed to utilize the
services of such subcustodian. Upon such approval by the
Fund, the Custodian is authorized on behalf of the Fund to
notify each Subcustodian of its appointment as such. The
Custodian may, at any time in its discretion, remove any
bank or trust company that has been appointed as a
Subcustodian but will promptly notify the Fund of any such
action.
Those Subcustodians, their offices or branches
which the Fund has approved to date are set forth on
Appendix A hereto. Such Appendix shall be amended from time
to time as Subcustodians, branches or offices are changed,
added or deleted. The Fund shall be responsible for
informing the Custodian sufficiently in advance of a
proposed investment which is to be held at a location not
listed on Appendix A, in order that there shall be
sufficient time for the Fund to give the approval required
22
by the preceding paragraph and for the Custodian to put the
appropriate arrangements in place with such Subcustodian
pursuant to such subcustodian agreement.
Although the Fund does not intend to invest in a
country before the foregoing procedures have been completed,
in the event that an investment is made prior to approval,
if practical, such security shall be removed to an approved
location or if not practical such security shall be held by
such agent as the Custodian may appoint. In such event, the
Custodian shall be liable to the Fund for the actions of
such agent if and only to the extent the Custodian shall
have recovered from such agent for any damages caused the
Fund by such agent and provided that the Custodian shall
pursue its rights against such agent.
With respect to the securities and funds held by a
Subcustodian, either directly or indirectly, including
demand and interest bearing deposits, currencies or other
deposits and foreign exchange contracts as referred to in
Sections 2K, 2L or 2M, the Custodian shall be liable to the
Fund if and only to the extent that such Subcustodian is
liable to the Custodian; provided, however, that the
Custodian shall be liable to the Fund for losses resulting
from the bankruptcy or insolvency of a Subcustodian if and
only to the extent that such Subcustodian is liable to the
23
Custodian and the Custodian recovers from such Subcustodian
under the applicable subcustodian agreement. The Custodian
shall nevertheless be liable to the Fund for its own
negligence in transmitting any instructions received by it
from the Fund and for its own negligence in connection with
the delivery of any securities or funds held by it to any
such Subcustodian.
In the event that any Subcustodian appointed
pursuant to the provisions of this Section 3 fails to
perform any of its obligations under the terms and
conditions of the applicable subcustodian agreement, the
Custodian shall use its best efforts to cause such
Subcustodian to perform such obligations. In the event that
the Custodian is unable to cause such Subcustodian to
perform fully its obligations thereunder, the Custodian
shall forthwith upon the Fund's request terminate such
Subcustodian and, if necessary or desirable, appoint another
subcustodian in accordance with the provisions of this
Section 3. At the election of the Fund, it shall have the
right to enforce, to the extent permitted by the
subcustodian agreement and applicable law, the Custodian's
rights against any such Subcustodian for loss or damage
caused the Fund by such Subcustodian.
24
At the written request of the Fund, the Custodian
will terminate any subcustodian appointed pursuant to the
provisions of this Section 3 in accordance with the
termination provisions under the applicable subcustodian
agreement. The Custodian will not amend any subcustodian
agreement or agree to change or permit any changes
thereunder except upon the prior written approval of the
Fund.
In the event the Custodian receives a claim from a
Subcustodian under the indemnification provisions of any
subcustodian agreement, the Custodian shall promptly give
written notice to the Fund of such claim. No more than
thirty days after written notice to the Fund of the
Custodian's intention to make such payment, the Fund will
reimburse the Custodian the amount of such payment except in
respect of any negligence or misconduct of the Custodian.
4. The Custodian may assist generally in the
preparation of reports to Fund shareholders and others,
audits of accounts, and other ministerial matters of like
nature.
5. The Fund hereby also appoints the Custodian as
its financial agent. With respect to the appointment as
financial agent, the Custodian shall have and perform the
following powers and duties:
25
A. Records - To create, maintain and retain such
records relating to its activities and obligations under
this Agreement as are required under the Investment Company
Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 31a-1 and 31a-2
thereunder) and under applicable Federal and State tax laws.
All such records will be the property of the Fund and in the
event of termination of this Agreement shall be delivered to
the successor custodian' and the Custodian agrees to
cooperate with the Fund in execution of documents and other
action necessary or desirable in order to substitute the
successor custodian for the custodian under their agreement.
B. Accounts - To keep books of account and render
statements, including interim monthly and complete quarterly
financial statements, or copies thereof, from time to time
as reasonably requested by proper instructions.
C. Access to Records - Subject to security
requirements of the Custodian applicable to its own
employees having access to similar records within the
Custodian and such regulations as may be reasonably imposed
by the Custodian, the books and records maintained by the
Custodian pursuant to Sections 5A and 5B shall be open to
inspection and audit at reasonable times by officers of,
attorneys for, and auditors employed by, the Fund.
26
D. Calculation of Net Asset Value - To compute
and determine the net asset value per share of capital stock
of the Fund as of the close of business on the New York
Stock Exchange on each day on which such Exchange is open,
unless otherwise directed by proper instructions. Such
computation and determination shall be made in accordance
with (1) the provisions of the Fund's Articles of
Incorporation or By-Laws of the Fund, as they may from time
to time be amended and delivered to the Custodian, (2) the
votes of the Board of Directors of the Fund at the time in
force and applicable, as they may from time to time be
delivered to the Custodian, and (3) proper instructions from
such officers of the Fund or other persons as are from time
to time authorized by the Board of Directors of the Fund to
give instructions with respect to computation and
determination of the net asset value. On each day that the
Custodian shall compute the net asset value per share of the
Fund, the Custodian shall provide the Fund with written
reports which permit the Fund to verify that portfolio
transactions have been recorded in accordance with the
Fund's instructions.
In computing the net asset value, the Custodian may
rely upon any information furnished by proper instructions,
including without limitation any information (1) as to
27
accrual of liabilities of the Fund and as to liabilities of
the Fund not appearing on the books of account kept by the
custodian, (2) as to the existence, status and proper
treatment of reserves, if any, authorized by the fund, (3)
as to the sources of quotations to be used in computing the
net asset value, including those listed in Appendix B, (4)
as to the fair value to be assigned to any securities or
other property for which price quotations are not readily
available, and (5) as to the sources of information with
respect to "corporate actions" affecting portfolio
securities of the fund, including those listed in Appendix
B. (Information as to "corporate actions" shall include
information as to dividends, distributions, stock splits,
stock dividends, rights offerings, conversions, exchanges,
recapitalizations, mergers, redemptions, calls, maturity
dates and similar transactions, including the ex- and record
dates and the amounts or other terms thereof.)
In like manner, the Custodian shall compute and
determine the net asset value as of such other times as the
Board of Directors of the Fund from time to time may
reasonably request.
Notwithstanding any other provisions of this
Agreement, including Section 6C, the following provisions
shall apply with respect to the Custodian's foregoing
28
responsibilities in this Section 5.D: The Custodian shall be
held to the exercise of reasonable care in computing and
determining net asset value as provided in this Section 5.D,
but shall not be held accountable or liable for any losses,
damages or expenses the Fund or any shareholder or former
shareholder of the Fund may suffer or incur arising from or
based upon errors or delays in the determination of such net
asset value unless such error or delay was due to the
Custodian's negligence, gross negligence or reckless or
willful misconduct in determination of such net asset value.
(The parties hereto acknowledge, however, that the
Custodian's causing an error or delay in the determination
of net asset value may, but does not in and of itself,
constitute negligence, gross negligence or reckless or
willful misconduct.) In no event shall the Custodian be
liable or responsible to the Fund, any present or former
shareholder of the fund or any other party for any error or
delay which continued or was undetected after the date of an
audit performed by the certified public accountants employed
by the Fund if, in the exercise of reasonable care in
accordance with generally accepted accounting standards,
such accountants should have become aware of such error or
delay in the course of performing such audit. The
Custodian's liability for any such negligence, gross
29
negligence or reckless or willful misconduct which results
in an error in determination of such net asset value shall
be limited to the direct, out-of-pocket loss the Fund,
shareholder or former shareholder shall actually incur,
measured by the difference between the actual and the
erroneously computed net asset value, and any expenses the
fund shall incur in connection with correcting the records
of the Fund affected by such error (including charges made
by the Fund's registrar and transfer agent for making such
corrections) or communicating with shareholders or former
shareholders of the Fund affected by such error.
Without limiting the foregoing, the Custodian shall
not be held accountable or liable to the Fund, any
shareholder or former shareholder thereof or any other
person for any delays or losses, damages or expenses any of
them may suffer or incur resulting from (1) the Custodian's
failure to receive timely and suitable notification
concerning quotations or corporate actions relating to or
affecting portfolio securities of the fund or (2) any errors
in the computation of the net asset value based upon or
arising out of quotations or information as to corporate
actions if received by the Custodian either (i) from a
source which the Custodian was authorized pursuant to the
second paragraph of this Section 5.D to rely upon, or (ii)
30
from a source which in the Custodian's reasonable judgment
was as reliable a source for such quotations or information
as the sources authorized pursuant to that paragraph.
Nevertheless, the Custodian will use its best judgment in
determining whether to verify through other sources any
information it has received as to quotations or corporate
actions if the Custodian has reason to believe that any such
information might be incorrect.
In the event of any error or delay in the
determination of such net asset value for which the
Custodian may be liable, the Fund and the Custodian will
consult and make good faith efforts to reach agreement on
what actions should be taken in order to mitigate any loss
suffered by the Fund or its present or former shareholders,
in order that the custodian's exposure to liability shall be
reduced to the extent possible after taking into account all
relevant factors and alternatives. Such actions might
include the Fund or the custodian taking reasonable steps to
collect from any shareholder or former shareholder who has
received any overpayment upon redemption of shares such
overpaid amount or to collect from any shareholder who has
underpaid upon a purchase of shares the amount of such
underpayment or to reduce the number of shares issued to
such shareholder. It is understood that in attempting to
31
reach agreement on the actions to be taken or the amount of
the loss which should appropriately be borne by the
Custodian, the Fund and the Custodian will consider such
relevant factors as the amount of the loss involved, the
Fund's desire to avoid loss of shareholder good will, the
fact that other persons or entitles could have been
reasonably expected to have detected the error sooner than
the time it was actually discovered, the appropriateness of
limiting or eliminating t]he benefit which shareholders or
former shareholders might have obtained by reason of the
error, and the possibility that other parties providing
services to the fund might be induced to absorb a portion of
the loss incurred.
E. Disbursements - Upon receipt of proper
instructions, to pay or cause to be paid, insofar as funds
are available for the purpose, bills, statements and other
obligations of the Fund (including but not limited to
interest charges, taxes, management fees, compensation to
Fund officers and employees, and other operating expenses of
the Fund).
6. A. The Custodian shall not be liable for any
action taken or omitted in reliance upon proper instructions
believed by it to be genuine or upon any other written
notice, request, direction, instruction, certificate or
32
other instrument believed by it to be genuine and signed by
the proper party or parties.
The Secretary or Assistant Secretary of the Fund
shall certify to the Custodian the names, signatures and
scope of authority of all persons authorized to give proper
instructions or any other such notice, request, direction,
instruction, certificate or instrument on behalf of the
Fund, the names and signatures of the officers of the Fund,
the name and address of the Shareholder Servicing Agent, and
any resolutions, votes, instructions or directions of the
Fund's Board of Directors or shareholders. Such certificate
may be accepted and relied upon by the Custodian as
conclusive evidence of the facts set forth therein and may
be considered in full force and effect until receipt of a
similar certificate to the contrary.
So long as and to the extent that it is in the
exercise of reasonable care, the Custodian shall not be
responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.
The Custodian shall be entitled, at the expense of
the Fund, to receive and act upon advice of counsel (who may
be counsel for the Fund) on all matters, and the Custodian
33
shall be without liability for any action reasonably taken
or omitted pursuant to such advice.
B. With respect to the portfolio securities, cash
and other property of the Fund held by a Securities System,
the Custodian shall be liable to the Fund only for any loss
or damage to the Fund resulting from use of the Securities
System if caused by any negligence, misfeasance or
misconduct of the Custodian or any of its agents or of any
of its or their employees or from any failure of the
Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System.
C. Except as may otherwise be set forth in this
Agreement with respect to particular matters, the Custodian
shall be held only to the exercise of reasonable care and
diligence in carrying out the provisions of this Agreement,
provided that the Custodian shall not thereby be required to
take any action which is in contravention of any applicable
law. However, nothing herein shall exempt the Custodian from
liability due to its own negligence or willful misconduct.
The Fund agrees to indemnify and hold harmless the Custodian
and its nominees from all claims and liabilities (including
counsel fees) incurred or assessed against it or its
nominees in connection with the performance of this
Agreement, except such as may arise from its or its
34
nominee's breach of the relevant standard of conduct set
forth in this Agreement. Without limiting the foregoing
indemnification obligation of the Fund, the Fund agrees to
indemnify the Custodian and its nominees against any
liability the Custodian or such nominee may incur by reason
of taxes assessed to the Custodian or such nominee or other
costs, liability or expense incurred by the Custodian or
such nominee resulting directly or indirectly from the fact
that portfolio securities or other property of the Fund is
registered in the name of the Custodian or such nominee.
In order that the indemnification provisions
contained in this Paragraph 6.C shall apply, however, it is
understood that if in any case the Fund may be asked to
indemnify or hold the Custodian harmless, the Fund shall be
fully and promptly advised of all pertinent facts concerning
the situation in question, and it is further understood that
the Custodian will use all reasonable care to identify and
notify the Fund promptly concerning any situation which
presents or appears likely to present the probability of
such a claim for indemnification against the Fund. The Fund
shall have the option to defend the Custodian against any
claim which may be the subject of this indemnification, and
in the event that the Fund so elects it will so notify the
Custodian, and thereupon the Fund shall take over complete
35
defense of the claim, and the Custodian shall in such
situation initiate no further legal or other expenses for
which it shall seek indemnification under this Paragraph
6.C. The Custodian shall in no case confess any claim or
make any compromise in any case in which the Fund will be
asked to indemnify the Custodian except with the Fund's
prior written consent.
D. The Custodian shall be entitled to receive
reimbursement from the Fund on demand, in the manner
provided in Section 7, for its cash disbursements, expenses
and charges (including the fees and expenses of any
Subcustodian or any Agent) in connection with this
Agreement, but excluding salaries and usual overhead
expenses.
E. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other
bank or trust company as its agent (an "Agent") to carry out
such of the provisions of this Agreement as the Custodian
may from time to time direct, provided, however, that the
appointment of such Agent (other than an Agent appointed
pursuant to the third paragraph of Section 3) shall not
relieve the Custodian of any of its responsibilities under
this agreement.
36
F. Upon request, the Fund shall deliver to the
Custodian such proxies, powers of attorney or other
instruments as may be reasonable and necessary or desirable
in connection with the performance by the Custodian or any
Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.
7. The Fund shall pay the Custodian a custody fee
based on such fee schedule as may from time to time be
agreed upon in writing by the Custodian and the Fund. Such
fee, together with all amounts for which the Custodian is to
be reimbursed in accordance with Section 6D, shall be billed
to the Fund in such a manner as to permit payment by a
direct cash payment to the Custodian.
8. This Agreement shall continue in full force
and effect until terminated by either party by an instrument
in writing delivered or mailed, postage prepaid, to the
other party, such termination to take effect not sooner than
seventy five (75) days after the date of such delivery or
mailing. In the event of termination the Custodian shall be
entitled to receive prior to delivery of the securities,
funds and other property held by it all accrued fees and
unreimbursed expenses the payment of which is contemplated
by Sections 6D and 7, upon receipt by the Fund of a
statement setting forth such fees and expenses.
37
In the event of the appointment of a successor
custodian, it is agreed that the funds and securities owned
by the Fund and held by the Custodian or any Subcustodian
shall be delivered to the successor custodian, and the
Custodian agrees to cooperate with the Fund in execution of
documents and performance of other actions necessary or
desirable in order to substitute the successor custodian for
the Custodian under this Agreement.
9. This Agreement constitutes the entire
understanding and agreement of the parties hereto with
respect to the subject matter hereof. No provision of this
Agreement may be amended or terminated except by a statement
in writing signed by the party against which enforcement of
the amendment or termination is sought.
In connection with the operation of this Agreement,
the Custodian and the Fund may agree in writing from time to
time on such provisions interpretative of or in addition to
the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this
Agreement. No interpretative or additional provisions made
as provided in the preceding sentence shall be deemed to be
an amendment of this Agreement.
38
10. This instrument is executed and delivered in
The Commonwealth of Massachusetts and shall be governed by
and construed according to the laws of said Commonwealth.
11. Notices and other writings delivered or mailed
postage prepaid to the Fund addressed to the Fund at 500
Plaza Drive 3rd Floor, Secaucus, NJ 07094 or to such other
address as the Fund may have designated to the Custodian in
writing, or to the Custodian at 40 Water Street, Boston,
Massachusetts 02109, Attention: Manager, Securities
Department, or to such other address as the Custodian may
have designated to the Fund in writing, shall be deemed to
have been properly delivered or given hereunder to the
respective addressee.
12. This Agreement shall be binding on and shall
inure to the benefit of the Fund and the Custodian and their
respective successors and assigns, provided that neither
party hereto may assign this Agreement or any of its rights
or obligations hereunder without the prior written consent
of the other party.
13. This Agreement may be executed in any number
of counterparts each of which shall be deemed an original.
This Agreement shall become effective when one or more
counterparts have been signed and delivered by each of the
parties.
39
IN WITNESS WHEREOF, each of the parties has caused
this Agreement to be executed in its name and on behalf on
the day and year first above written.
ALLIANCE GREATER CHINA '97 BROWN BROTHERS HARRIMAN & CO.
FUND, INC.
BY /s/ Edmund P. Bergan, Jr. per pro /s/ Emmett C. Cadigan
-------------------------- ----------------------
Deputy Manager
40
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
ALLIANCE GREATER CHINA '97 FUND
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
AUSTRALIA NATIONAL AUSTRALIA BANK LTD., MELBOURNE Austraclear Ltd.
National Australia Bank Agt. 5/1/85Reserve Bank of
Australia
Agreement Amendment 3/13/92
Omnibus Amendment 11/22/93
CHINA STANDARD CHARTERED BANK, SHANGHAI SSCCRC
Agreement Amendment 2/13/92
CHINA STANDARD CHARTERED BANK, SHENZHEN SSCC
Standard Chartered Bank Agreement 2/18/92
HONG KONG HONGKONG & SHANGHAI BANKING CORP., HONG KONG HKSCC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus supplement 12/29/93
Schedule 5/14/96
INDIA CITIBANK, N.A., MUMBAI NSDL
Citibank, N.A. New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank, Mumbai Amendment 11/17/93
INDONESIA CITIBANK, N.A., JAKARTA None
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
JAPAN SUMITOMO TRUST & BANKING COMPANY, LTD JASDEC
Sumitomo Trust & Banking Agreement 7/17/92 Bank of Japan
Omnibus Agreement 1/13/94
KOREA CITIBANK, N.A., SEOUL KSD
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
Citibank, Seoul Agreement Supplement 10/28/94
MALAYSIA HONGKONG BANK MALAYSIA BERHARD Bank Negara Malaysia
Hongkong & Shanghai Banking Corp. Agt. 4/19/91 MCD
Omnibus Supplement 12/29/93
Schedule 5/14/96
Malaysia Subsidiary Supplement 5/23/94
NEW ZEALAND NATIONAL AUSTRALIA BANK LTD., AUCKLANDReserve Bank of New
Zealand
National Australia Bank Agreement 5/1/85
BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
ALLIANCE GREATER CHINA '97 FUND
APPENDIX A
COUNTRY SUBCUSTODIAN DEPOSITORY
Agreement Amendment 2/13/92
Omnibus Amendment 11/22/93
New Zealand Addendum 3/7/89
PAKISTAN STANDARD CHARTERED BANK, KARACHI None
Standard Chartered Bank Agreement 2/18/92
PHILIPPINES CITIBANK, N.A., MANILA PCD
Citibank, N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
New York Agreement Amendment 7/26/96
SINGAPORE HONGKONG & SHANGHAI BANKING CORP., SINGAPORE CDP
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Supplement 12/29/93
Schedule 5/14/96
TAIWAN STANDARD CHARTERED BANK, TAIPEI TSCD
Standard Chartered Bank Agreement 2/18/92
THAILAND HONGKONG & SHANGHAI BANKING CORP., BANGKOK TSDC
Hongkong & Shanghai Banking Corp. Agt. 4/19/91
Omnibus Amendment 12/29/93
Schedule 5/14/96
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
I HEREBY CERTIFY THAT AT ITS MEETING ON JULY 29, 1997 THE BOARD
APPROVED THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES
LISTD ON THIS APPENDIX.
/s/ Domenick Pugliese July 29, 1997
___________________________________ ______________________
(Signature) (Date)
Assistant Secretary
___________________________________
(Title)
A-2
ALLIANCE GREATER CHINA '97 FUND, INC.
APPENDIX B
THE FOLLOWING AUTHORIZED SOURCES MAY BE UTILIZED BY THE
CUSTODIAN FOR PRICING AND FOREIGN EXCHANGE QUOTATIONS,
CORPORATE ACTION, DIVIDENDS AND RIGHTS OFFERINGS:
AUTHORIZED SOURCES
BLOOMBERG
EXTEL (LONDON)
FUND MANAGERS
INTERACTIVE DATA CORPORATION
REPUTABLE BROKERS
REUTERS
SUBCUSTODIAN BANKS
THE CUSTODIAN
TELEKURS
VALORINFORM (GENEVA)
REPUTABLE FINANCIAL PUBLICATIONS
STOCK EXCHANGES
FINANCIAL INFORMATION INC. CARD
JJ KENNY
FRI CORPORATION
B-1
AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
ALLIANCE GREATER CHINA '97 FUND, INC.
00250235.AH4
<PAGE>
ALLIANCE GREATER CHINA 97 FUND, INC.
TRANSFER AGENCY AGREEMENT
AGREEMENT, dated as of July 29, 1997, between
Alliance Greater China 97 Fund, Inc., a Maryland Corporation
and an open-end investment company registered with the
Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940 (the "Investment Company
Act"), having its principal place of business at 1345 Avenue
of Americas, New York, New York 10105 (the "Fund"), and
ALLIANCE FUND SERVICES, INC., a Delaware corporation
registered with the SEC as a transfer agent under the
Securities Exchange Act of 1934, having its principal place
of business at 500 Plaza Drive, Secaucus, New Jersey 07094
("Fund Services"), provides as follows:
WHEREAS, Fund Services has agreed to act as
transfer agent to the Fund for the purpose of recording the
transfer, issuance and redemption of shares of each series
of the shares of beneficial interest of the Fund ("Shares"
or "Shares of a Series"), transferring the Shares,
disbursing dividends and other distributions to shareholders
of the Fund, and performing such other services as may be
agreed to pursuant hereto;
<PAGE>
NOW THEREFORE, for and in consideration of the
mutual covenants and agreements contained herein, the
parties do hereby agree as follows:
SECTION 1. The Fund hereby appoints Fund Services
as its transfer agent, dividend disbursing agent and
shareholder servicing agent for the Shares, and Fund
Services agrees to act in such capacities upon the terms set
forth in this Agreement. Capitalized terms used in this
Agreement and not otherwise defined shall have the meanings
assigned to them in SECTION 30.
SECTION 2.
(a) The Fund shall provide Fund Services with
copies of the following documents:
(1) Specimens of all forms of certificates for
Shares;
(2) Specimens of all account application forms and
other documents relating to Shareholders' accounts;
(3) Copies of each Prospectus;
(4) Specimens of all documents relating to
withdrawal plans instituted by the Fund, as described in
SECTION 16; and
(5) Specimens of all amendments to any of the
foregoing documents.
2
<PAGE>
(b) The Fund shall furnish to Fund Services a
supply of blank Share Certificates for the Shares and, from
time to time, will renew such supply upon Fund Services'
request. Blank Share Certificates shall be signed manually
or by facsimile signatures of officers of the Fund
authorized to sign by law or pursuant to the by-laws of the
Fund and, if required by Fund Services, shall bear the
Fund's seal or a facsimile thereof.
SECTION 3. Fund Services shall make original
issues of Shares in accordance with SECTIONS 13 and 14 and
the Prospectus upon receipt of (i) Written Instructions
requesting the issuance, (ii) a certified copy of a
resolution of the Fund's Directors authorizing the issuance,
(iii) necessary funds for the payment of any original issue
tax applicable to such Shares, and (iv) an opinion of the
Fund's counsel as to the legality and validity of the
issuance, which opinion may provide that it is contingent
upon the filing by the Fund of an appropriate notice with
the SEC, as required by Rule 24f-2 of the Investment Company
Act, as amended from time to time.
SECTION 4. Transfers of Shares shall be registered
and, subject to the provisions of SECTION 10 in the case of
Shares evidenced by Share Certificates, new Share
Certificates shall be issued by Fund Services upon surrender
3
<PAGE>
of outstanding Share Certificates in the form deemed by Fund
Services to be properly endorsed for transfer, which form
shall include (i) all necessary endorsers' signatures
guaranteed by a member firm of a national securities
exchange or a domestic commercial bank or through other
procedures mutually agreed to between the Fund and Fund
Services, (ii) such assurances as Fund Services may deem
necessary to evidence the genuineness and effectiveness of
each endorsement and (iii) satisfactory evidence of
compliance with all applicable laws relating to the payment
or collection of taxes.
SECTION 5. Fund Services shall forward Share
Certificates in "non-negotiable" form by first-class or
registered mail, or by whatever means Fund Services deems
equally reliable and expeditious. While in transit to the
addressee, all deliveries of Share Certificates shall be
insured by Fund Services as it deems appropriate. Fund
Services shall not mail Share Certificates in "negotiable"
form, unless requested in writing by the Fund and fully
indemnified by the Fund to Fund Services' satisfaction.
SECTION 6. In registering transfers of Shares,
Fund Services may rely upon the Uniform Commercial Code as
in effect from time to time in the State in which the Fund
is incorporated or organized or, if appropriate, in the
4
<PAGE>
State of New Jersey; provided, that Fund Services may rely
in addition or alternatively on any other statutes in effect
in the State of New Jersey or in the state under the laws of
which the Fund is incorporated or organized that, in the
opinion of Fund Services' counsel, protect Fund Services and
the Fund from liability arising from (i) not requiring
complete documentation in connection with an issuance or
transfer, (ii) registering a transfer without an adverse
claim inquiry, (iii) delaying registration for purposes of
an adverse claim inquiry or (iv) refusing registration in
connection with an adverse claim.
SECTION 7. Fund Services may issue new Share
Certificates in place of those lost, destroyed or stolen,
upon receiving indemnity satisfactory to Fund Services; and
may issue new Share Certificates in exchange for, and upon
surrender of, mutilated Share Certificates as Fund Services
deems appropriate.
SECTION 8. Unless otherwise directed by the Fund,
Fund Services may issue or register Share Certificates
reflecting the signature, or facsimile thereof, of an
officer who has died, resigned or been removed by the Fund.
The Fund shall file promptly with Fund Services' approval,
adoption or ratification of such action as may be required
by law or by Fund Services.
5
<PAGE>
SECTION 9. Fund Services shall maintain customary
stock registry records for Shares of each Series noting the
issuance, transfer or redemption of Shares and the issuance
and transfer of Share Certificates. Fund Services may also
maintain for Shares of each Series an account entitled
"Unissued Certificate Account," in which Fund Services will
record the Shares, and fractions thereof, issued and
outstanding from time to time for which issuance of Share
Certificates has not been requested. Fund Services is
authorized to keep records for Shares of each Series
containing the names and addresses of record of
Shareholders, and the number of Shares, and fractions
thereof, from time to time owned by them for which no Share
Certificates are outstanding. Each Shareholder will be
assigned a single account number for Shares of each Series,
even though Shares for which Certificates have been issued
will be accounted for separately.
SECTION 10. Fund Services shall issue Share
Certificates for Shares only upon receipt of a written
request from a Shareholder and as authorized by the Fund. If
Shares are purchased or transferred without a request for
the issuance of a Share Certificate, Fund Services shall
merely note on its stock registry records the issuance or
transfer of the Shares and fractions thereof and credit or
6
<PAGE>
debit, as appropriate, the Unissued Certificate Account and
the respective Shareholders' accounts with the Shares.
Whenever Shares, and fractions thereof, owned by
Shareholders are surrendered for redemption, Fund Services
may process the transactions by making appropriate entries
in the stock transfer records, and debiting the Unissued
Certificate Account and the record of issued Shares
outstanding; it shall be unnecessary for Fund Services to
reissue Share Certificates in the name of the Fund.
SECTION 11. Fund Services shall also perform the
usual duties and function required of a stock transfer agent
for a corporation, including but not limited to (i) issuing
Share Certificates as treasury Shares, as directed by
Written Instructions, and (ii) transferring Share
Certificates from one Shareholder to another in the usual
manner. Fund Services may rely conclusively and act without
further investigation upon any list, instruction,
certification, authorization, Share Certificate or other
instrument or paper reasonably believed by it in good faith
to be genuine and unaltered, and to have been signed,
countersigned or executed or authorized by a duly-authorized
person or persons, or by the Fund, or upon the advice of
counsel for the Fund or for Fund Services. Fund Services
may record any transfer of Share Certificates which it
7
<PAGE>
reasonably believes in good faith to have been duly
authorized, or may refuse to record any transfer of Share
Certificates if, in good faith, it reasonably deems such
refusal necessary in order to avoid any liability on the
part of either the Fund or Fund Services.
SECTION 12. Fund Services shall notify the Fund of
any request or demand for the inspection of the Fund's share
records. Fund Services shall abide by the Fund's
instructions for granting or denying the inspection;
provided, however, Fund Services may grant the inspection
without such instructions if it is advised by its counsel
that failure to do so will result in liability to Fund
Services.
SECTION 13. Fund Services shall observe the
following procedures in handling funds received:
(a) Upon receipt at the office designated by the
Fund of any check or other order drawn or endorsed to the
Fund or otherwise identified as being for the account of the
Fund, and, in the case of a new account, accompanied by a
new account application or sufficient information to
establish an account as provided in the Prospectus, Fund
Services shall stamp the transmittal document accompanying
such check or other order with the name of the Fund and the
8
<PAGE>
time and date of receipt and shall forthwith deposit the
proceeds thereof in the custodial account of the Fund.
(b) In the event that any check or other order for
the purchase of Shares is returned unpaid for any reason,
Fund Services shall, in the absence of other instructions
from the Fund, advise the Fund of the returned check and
prepare such documents and information as may be necessary
to cancel promptly any Shares purchased on the basis of such
returned check and any accumulated income dividends and
capital gains distributions paid on such Shares.
(c) As soon as possible after 4:00 p.m., Eastern
time or at such other times as the Fund may specify in
Written or Oral Instructions for any Series (the "Valuation
Time") on each Business Day Fund Services shall obtain from
the Fund's Adviser a quotation (on which it may conclusively
rely) of the net asset value, determined as of the Valuation
Time on that day. On each Business Day Fund Services shall
use the net asset value(s) determined by the Fund's Adviser
to compute the number of Shares and fractional Shares to be
purchased and the aggregate purchase proceeds to be
deposited with the Custodian. As necessary but no more
frequently than daily (unless a more frequent basis is
agreed to by Fund Services), Fund Services shall place a
purchase order with the Custodian for the proper number of
9
<PAGE>
Shares and fractional Shares to be purchased and promptly
thereafter shall send written confirmation of such purchase
to the Custodian and the Fund.
SECTION 14. Having made the calculations required
by SECTION 13, Fund Services shall thereupon pay the
Custodian the aggregate net asset value of the Shares
purchased. The aggregate number of Shares and fractional
Shares purchased shall then be issued daily and credited by
Fund Services to the Unissued Certificate Account. Fund
Services shall also credit each Shareholder's separate
account with the number of Shares purchased by such
Shareholder. Fund Services shall mail written confirmation
of the purchase to each Shareholder or the Shareholder's
representative and to the Fund if requested. Each
confirmation shall indicate the prior Share balance, the new
Share balance, the Shares for which Stock Certificates are
outstanding (if any), the amount invested and the price paid
for the newly-purchased Shares.
SECTION 15. Prior to the Valuation Time on each
Business Day, as specified in accordance with SECTION 13,
Fund Services shall process all requests to redeem Shares
and, with respect to each Series, shall advise the Custodian
of (i) the total number of Shares available for redemption
and (ii) the number of Shares and fractional Shares
10
<PAGE>
requested to be redeemed. Upon confirmation of the net
asset value by the Fund's Adviser, Fund Services shall
notify the Fund and the Custodian of the redemption, apply
the redemption proceeds in accordance with SECTION 16 and
the Prospectus, record the redemption in the stock registry
books, and debit the redeemed Shares from the Unissued
Certificates Account and the individual account of the
Shareholder.
In lieu of carrying out the redemption procedures
described in the preceding paragraph, Fund Services may, at
the request of the Fund, sell Shares to the Fund as
repurchases from Shareholders, provided that the sale price
is not less than the applicable redemption price. The
redemption procedures shall then be appropriately modified.
SECTION 16. Fund Services will carry out the
following procedures with respect to Share redemptions:
(a) As to each request received by the Fund from
or on behalf of a Shareholder for the redemption of Shares,
and unless the right of redemption has been suspended as
contemplated by the Prospectus, Fund Services shall, within
seven days after receipt of such redemption request, either
(i) mail a check in the amount of the proceeds of such
redemption to the person designated by the Shareholder or
other person to receive such proceeds or, (ii) in the event
11
<PAGE>
redemption proceeds are to be wired through the Federal
Reserve Wire System or by bank wire pursuant to procedures
described in the Prospectus, cause such proceeds to be wired
in Federal funds to the bank or trust company account
designated by the Shareholder to receive such proceeds.
Funds Services shall also prepare and send a confirmation of
such redemption to the Shareholder. Redemptions in kind
shall be made only in accordance with such Written
Instructions as Fund Services may receive from the Fund. The
requirements as to instruments of transfer and other
documentation, the determination of the appropriate
redemption price and the time of payment shall be as
provided in the Prospectus, subject to such additional
requirements consistent therewith as may be established by
mutual agreement between the Fund and Fund Services. In the
case of a request for redemption that does not comply in all
respects with the requirements for redemption, Fund Services
shall promptly so notify the Shareholder and shall effect
such redemption at the price in effect at the time of
receipt of documents complying with such requirements. Fund
Services shall notify the Fund's Custodian and the Fund on
each Business Day of the amount of cash required to meet
payments made pursuant to the provisions of this paragraph
and thereupon the Fund shall instruct the Custodian to make
12
<PAGE>
available to Fund Services in timely fashion sufficient
funds therefor.
(b) Procedures and standards for effecting and
accepting redemption orders from Shareholders by telephone
or by such check writing service as the Fund may institute
may be established by mutual agreement between Fund Services
and the Fund consistent with the Prospectus.
(c) For purposes of redemption of Shares that have
been purchased by check within fifteen (15) days prior to
receipt of the redemption request, the Fund shall provide
Fund Services with Written Instructions concerning the time
within which such requests may be honored.
(d) Fund Services shall process withdrawal orders
duly executed by Shareholders in accordance with the terms
of any withdrawal plan instituted by the Fund and described
in the Prospectus. Payments upon such withdrawal orders and
redemptions of Shares held in withdrawal plan accounts in
connection with such payments shall be made at such times as
the Fund may determine in accordance with the Prospectus.
(e) The authority of Fund Services to perform its
responsibilities under SECTIONS 15 and 16 with respect to
the Shares of any Series shall be suspended if Fund Services
receives notice of the suspension of the determination of
the net asset value of the Series.
13
<PAGE>
SECTION 17. Upon the declaration of each dividend
and each capital gains distribution by the Fund's Directors,
the Fund shall notify Fund Services of the date of such
declaration, the amount payable per Share, the record date
for determining the Shareholders entitled to payment, the
payment and the reinvestment date price.
SECTION 18. Upon being advised by the Fund of the
declaration of any income dividend or capital gains
distribution on account of its Shares, Fund Services shall
compute and prepare for the Fund records crediting such
distributions to Shareholders. Fund Services shall, on or
before the payment date of any dividend or distribution,
notify the Fund and the Custodian of the estimated amount
required to pay any portion of a dividend or distribution
which is payable in cash, and thereupon the Fund shall, on
or before the payment date of such dividend or distribution,
instruct the Custodian to make available to Fund Services
sufficient funds for the payment of such cash amount. Fund
Services will, on the designated payment date, reinvest all
dividends in additional shares and promptly mail to each
Shareholder at his address of record a statement showing the
number of full and fractional Shares (rounded to three
decimal places) then owned by the Shareholder and the net
asset value of such Shares; provided, however, that if a
14
<PAGE>
Shareholder elects to receive dividends in cash, Fund
Services shall prepare a check in the appropriate amount and
mail it to the Shareholder at his address of record within
five (5) business days after the designated payment date, or
transmit the appropriate amount in Federal funds in
accordance with the Shareholder's agreement with the Fund.
SECTION 19. Fund Services shall prepare and
maintain for the Fund records showing for each Shareholder's
account the following:
A. The name, address and tax identification
number of the Shareholder;
B. The number of Shares of each Series held by
the Shareholder;
C. Historical information including dividends
paid and date and price for all transactions;
D. Any stop or restraining order placed against
such account;
E. Information with respect to the withholding of
any portion of income dividends or capital gains
distributions as are required to be withheld under
applicable law;
F. Any dividend or distribution reinvestment
election, withdrawal plan application, and correspondence
relating to the current maintenance of the account;
15
<PAGE>
G. The certificate numbers and denominations of
any Share Certificates issued to the Shareholder; and
H. Any additional information required by Fund
Services to perform the services contemplated by this
Agreement. Fund Services agrees to make available upon
request by the Fund or the Fund's Adviser and to preserve
for the periods prescribed in Rule 31a-2 of the Investment
Company Act any records related to services provided under
this Agreement and required to be maintained by Rule 31a-1
of that Act, including:
(i) Copies of the daily transaction register for
each Business Day of the Fund;
(ii) Copies of all dividend, distribution and
reinvestment blotters;
(iii) Schedules of the quantities of Shares of
each Series distributed in each state for purposes of any
state's laws or regulations as specified in Oral or Written
Instructions given to Fund Services from time to time by the
Fund or its agents; and
(iv) Such other information, including
Shareholder lists, and statistical information as may be
agreed upon from time to time by the Fund and Fund Services.
SECTION 20. Fund Services shall maintain those
records necessary to enable the Fund to file, in a timely
16
<PAGE>
manner, form N-SAR (Semi-Annual Report) or any successor
report required by the Investment Company Act or rules and
regulations thereunder.
SECTION 21. Fund Services shall cooperate with the
Fund's independent public accountants and shall take
reasonable action to make all necessary information
available to such accountants for the performance of their
duties.
SECTION 22. In addition to the services described
above, Fund Services will perform other services for the
Fund as may be mutually agreed upon in writing from time to
time, which may include preparing and filing Federal tax
forms with the Internal Revenue Service, and, subject to
supervisory oversight by the Fund's Adviser, mailing Federal
tax information to Shareholders, mailing semi-annual
Shareholder reports, preparing the annual list of
Shareholders, mailing notices of Shareholders'
meetings,proxies and proxy statements and tabulating
proxies. Fund Services shall answer the inquiries of
certain Shareholders related to their share accounts and
other correspondence requiring an answer from the Fund.
Fund Services shall maintain dated copies of written
communications from Shareholders, and replies thereto.
17
<PAGE>
SECTION 23. Nothing contained in this Agreement is
intended to or shall require Fund Services, in any capacity
hereunder, to perform any functions or duties on any day
other than a Business Day. Functions or duties normally
scheduled to be performed on any day which is not a Business
Day shall be performed on, and as of, the next Business Day,
unless otherwise required by law.
SECTION 24. For the services rendered by Fund
Services as described above, the Fund shall pay to Fund
Services an annualized fee at a rate to be mutually agreed
upon from time to time. Such fee shall be prorated for the
months in which this Agreement becomes effective or is
terminated. In addition, the Fund shall pay, or Fund
Services shall be reimbursed for, all out-of-pocket expenses
incurred in the performance of this Agreement, including but
not limited to the cost of stationery, forms, supplies,
blank checks, stock certificates, proxies and proxy
solicitation and tabulation costs, all forms and statements
used by Fund Services in communicating with Shareholders of
the Fund or especially prepared for use in connection with
its services hereunder, specific software enhancements as
requested by the Fund, costs associated with maintaining
withholding accounts (including non-resident alien, Federal
government and state), postage, telephone, telegraph (or
18
<PAGE>
similar electronic media) used in communicating with
Shareholders or their representatives, outside mailing
services, microfiche/microfilm, freight charges and off-site
record storage. It is agreed in this regard that Fund
Services, prior to ordering any form in such supply as it
estimates will be adequate for more than two years' use,
shall obtain the written consent of the Fund. All forms for
which Fund Services has received reimbursement from the Fund
shall be the property of the Fund.
SECTION 25. Fund Services shall not be liable for
any taxes, assessments or governmental charges that may be
levied or assessed on any basis whatsoever in connection
with the Fund or any Shareholder, excluding taxes assessed
against Fund Services for compensation received by it
hereunder.
SECTION 26.
(a) Fund Services shall at all times act in good
faith and with reasonable care in performing the services to
be provided by it under this Agreement, but shall not be
liable for any loss or damage unless such loss or damage is
caused by the negligence, bad faith or willful misconduct of
Fund Services or its employees or agents.
(b) The Fund shall indemnify and hold Fund
Services harmless from all loss, cost, damage and
19
<PAGE>
expense,including reasonable expenses for counsel, incurred
by it resulting from any claim, demand, action or suit in
connection with the performance of its duties hereunder, or
as a result of acting upon any instruction reasonably
believed by it to have been properly given by a duly
authorized officer of the Fund, or upon any information,
data, records or documents provided to Fund Services or its
agents by computer tape, telex, CRT data entry or other
similar means authorized by the Fund; provided that this
indemnification shall not apply to actions or omissions of
Fund Services in cases of its own bad faith, willful
misconduct or negligence, and provided further that if in
any case the Fund may be asked to indemnify or hold Fund
Services harmless pursuant to this Section, the Fund shall
have been fully and promptly advised by Fund Services of all
material facts concerning the situation in question. The
Fund shall have the option to defend Fund Services against
any claim which may be the subject of this indemnification,
and in the event that the Fund so elects it will so notify
Fund Services, and thereupon the Fund shall retain competent
counsel to undertake defense of the claim, and Fund Services
shall in such situations incur no further legal or other
expenses for which it may seek indemnification under this
paragraph. Fund Services shall in no case confess any claim
20
<PAGE>
or make any compromise in any case in which the Fund may be
asked to indemnify Fund Services except with the Fund's
prior written consent.
Without limiting the foregoing:
(i) Fund Services may rely upon the advice of the
Fund or counsel to the Fund or Fund Services, and upon
statements of accountants, brokers and other persons
believed by Fund Services in good faith to be expert in the
matters upon which they are consulted. Fund Services shall
not be liable for any action taken in good faith reliance
upon such advice or statements;
(ii) Fund Services shall not be liable for any
action reasonably taken in good faith reliance upon any
Written Instructions or certified copy of any resolution of
the Fund's Directors, including a Written Instruction
authorizing Fund Services to make payment upon redemption of
Shares without a signature guarantee; provided, however,
that upon receipt of a Written Instruction countermanding a
prior Instruction that has not been fully executed by Fund
Services, Fund Services shall verify the content of the
second Instruction and honor it, to the extent possible.
Fund Services may rely upon the genuineness of any such
document, or copy thereof, reasonably believed by Fund
Services in good faith to have been validly executed;
21
<PAGE>
(iii) Fund Services may rely, and shall be
protected by the Fund in acting, upon any signature,
instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice,
consent, order, or other paper or document reasonably
believed by it in good faith to be genuine and to have been
signed or presented by the purchaser, the Fund or other
proper party or parties; and
(d) Fund Services may, with the consent of the
Fund, subcontract the performance of any portion of any
service to be provided hereunder, including with respect to
any Shareholder or group of Shareholders, to any agent of
Fund Services and may reimburse the agent for the services
it performs at such rates as Fund Services may determine;
provided that no such reimbursement will increase the amount
payable by the Fund pursuant to this Agreement; and provided
further, that Fund Services shall remain ultimately
responsible as transfer agent to the Fund.
SECTION 27. The Fund shall deliver or cause to be
delivered over to Fund Services (i) an accurate list of
Shareholders, showing each Shareholder's address of record,
number of Shares of each Series owned and whether such
Shares are represented by outstanding Share Certificates or
by non-certificated Share accounts and (ii) all Shareholder
22
<PAGE>
records, files, and other materials necessary or appropriate
for proper performance of the functions assumed by the under
this Agreement (collectively referred to as the
"Materials"). The Fund shall indemnify Fund Services and
hold it harmless from any and all expenses, damages, claims,
suits, liabilities, actions, demands and losses arising out
of or in connection with any error, omission, inaccuracy or
other deficiency of such Materials, or out of the failure of
the Fund to provide any portion of the Materials or to
provide any information in the Fund's possession needed by
Fund Services to knowledgeably perform its functions;
provided the Fund shall have no obligation to indemnify Fund
Services or hold it harmless with respect to any expenses,
damages, claims, suits, liabilities, actions, demands or
losses caused directly or indirectly by acts or omissions of
Fund Services or the Fund's Adviser.
SECTION 28. This Agreement may be amended from
time to time by a written supplemental agreement executed by
the Fund and Fund Services and without notice to or approval
of the Shareholders; provided this Agreement may not be
amended in any manner which would substantially increase the
Fund's obligations hereunder unless the amendment is first
approved by the Fund's Directors, including a majority of
the Directors who are not a party to this Agreement or
23
<PAGE>
interested persons of any such party, at a meeting called
for such purpose, and thereafter is approved by the Fund's
Shareholders if such approval is required under the
Investment Company Act or the rules and regulations
thereunder. The parties hereto may adopt procedures as may
be appropriate or practical under the circumstances, and
Fund Services may conclusively rely on the determination of
the Fund that any procedure that has been approved by the
Fund does not conflict with or violate any requirement of
its Articles of Incorporation or Declaration of Trust, By-
Laws or Prospectus, or any rule, regulation or requirement
of any regulatory body.
SECTION 29. The Fund shall file with Fund Services
a certified copy of each operative resolution of its
Directors authorizing the execution of Written Instructions
or the transmittal of Oral Instructions and setting forth
authentic signatures of all signatories authorized to sign
on behalf of the Fund and specifying the person or persons
authorized to give Oral Instructions on behalf of the Fund.
Such resolution shall constitute conclusive evidence of the
authority of the person or persons designated therein to act
and shall be considered in full force and effect, with Fund
Services fully protected in acting in reliance therein,
until Fund Services receives a certified copy of a
24
<PAGE>
replacement resolution adding or deleting a person or
persons authorized to give Written or Oral Instructions. If
the officer certifying the resolution is authorized to give
Oral Instructions, the certification shall also be signed by
a second officer of the Fund.
SECTION 30. The terms, as defined in this Section,
whenever used in this Agreement or in any amendment or
supplement hereto, shall have the meanings specified below,
insofar as the context will allow.
(a) Business Day: Any day on which the Fund is
open for business as described in the Prospectus.
(b) Custodian: The term Custodian shall mean the
Fund's current custodian or any successor custodian acting
as such for the Fund.
(c) Fund's Adviser: The term Fund's Adviser shall
mean Alliance Capital Management L.P. or any successor
thereto who acts as the investment adviser or manager of the
Fund.
(d) Oral Instructions: The term Oral Instructions
shall mean an authorization, instruction, approval, item or
set of data, or information of any kind transmitted to Fund
Services in person or by telephone, vocal telegram or other
electronic means, by a person or persons reasonably believed
in good faith by Fund Services to be a person or persons
25
<PAGE>
authorized by a resolution of the Directors of the Fund to
give Oral Instructions on behalf of the Fund. Each Oral
Instruction shall specify whether it is applicable to the
entire Fund or a specific Series of the Fund.
(e) Prospectus: The term Prospectus shall mean a
prospectus and related statement of additional information
forming part of a currently effective registration statement
under the Investment Company Act and, as used with the
respect to Shares or Shares of a Series, shall mean the
prospectuses and related statements of additional
information covering the Shares or Shares of the Series.
(f) Securities: The term Securities shall mean
bonds, debentures, notes, stocks, shares, evidences of
indebtedness, and other securities and investments from time
to time owned by the Fund.
(g) Series: The term Series shall mean any series
of Shares of the common stock of the Fund that the Fund may
establish from time to time.
(h) Share Certificates: The term Share
Certificates shall mean the stock certificates for the
Shares.
(i) Shareholders: The term Shareholders shall
mean the registered owners from time to time of the Shares,
as reflected on the stock registry records of the Fund.
26
<PAGE>
(j) Written Instructions: The term Written
Instructions shall mean an authorization, instruction,
approval, item or set of data, or information of any kind
transmitted to Fund Services in original writing containing
original signatures, or a copy of such document transmitted
by telecopy, including transmission of such signature, or
other mechanical or documentary means, at the request of a
person or persons reasonably believed in good faith by Fund
Services to be a person or persons authorized by a
resolution of the Directors of the Fund to give Written
Instruction shall specify whether it is applicable to the
entire Fund or a specific Series of the Fund.
SECTION 31. Fund Services shall not be liable for
the loss of all or part of any record maintained or
preserved by it pursuant to this Agreement or for any delays
or errors occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or
military authorities, national emergencies, fire, flood or
catastrophe, acts of God, insurrection, war, riot, or
failure of transportation, communication or power supply,
except to the extent that Fund Services shall have failed to
use its best efforts to minimize the likelihood of
occurrence of such circumstances or to mitigate any loss or
damage to the Fund caused by such circumstances.
27
<PAGE>
SECTION 32. The Fund may give Fund Services sixty
(60) days and Fund Services may give the Fund (90) days
written notice of the termination of this Agreement, such
termination to take effect at the time specified in the
notice. Upon notice of termination, the Fund shall use its
best efforts to obtain a successor transfer agent. If a
successor transfer agent is not appointed within ninety (90)
days after the date of the notice of termination, the
Directors of the Fund shall, by resolution, designate the
Fund as its own transfer agent. Upon receipt of written
notice from the Fund of the appointment of the successor
transfer agent and upon receipt of Oral or Written
Instructions Fund Services shall, upon request of the Fund
and the successor transfer agent and upon payment of Fund
Services reasonable charges and disbursements, promptly
transfer to the successor transfer agent the original or
copies of all books and records maintained by Fund Services
hereunder and cooperate with, and provide reasonable
assistance to, the successor transfer agent in the
establishment of the books and records necessary to carry
out its responsibilities hereunder.
SECTION 33. Any notice or other communication
required by or permitted to be given in connection with this
Agreement shall be in writing, and shall be delivered in
28
<PAGE>
person or sent by first-class mail, postage prepaid, to the
respective parties.
Notice to the Fund shall be given as follows until
further notice:
Alliance Greater China '97 Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Attention: Secretary
Notice to Fund Services shall be given as follows until
further notice:
Alliance Fund Services, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094
SECTION 34. The Fund represents and warrants to
Fund Services that the execution and delivery of this
Agreement by the undersigned officer of the Fund has been
duly and validly authorized by resolution of the Fund's
Directors. Fund Services represents and warrants to the
Fund that the execution and delivery of this Agreement by
the undersigned officer of Fund Services has also been duly
and validly authorized.
SECTION 35. This Agreement may be executed in more
than one counterpart, each of which shall be deemed to be an
original, and shall become effective on the last date of
signature below unless otherwise agreed by the parties.
Unless sooner terminated pursuant to SECTION 32, this
29
<PAGE>
Agreement will continue until June 30, 1998 and will
continue in effect thereafter for successive 12 month
periods only if such continuance is specifically approved at
least annually by the Directors or by a vote of the
stockholders of the Fund and in either case by a majority of
the Directors who are not parties to this Agreement or
interested persons of any such party, at a meeting called
for the purpose of voting on this Agreement.
SECTION 36. This Agreement shall extend to and
shall bind the parties hereto and their respective
successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the
written consent of Fund Services or by Fund Services without
the written consent of the Fund, authorized or approved by a
resolution of the Fund's Directors. Notwithstanding the
foregoing, either party may assign this Agreement without
the consent of the other party so long as the assignee is an
affiliate, parent or subsidiary of the assigning party and
is qualified to act under the Investment Company Act, as
amended from time to time.
SECTION 38. This Agreement shall be governed by
the laws of the State of New Jersey.
30
<PAGE>
WITNESS the following signatures:
ALLIANCE GREATER CHINA 97 FUND, INC.
BY: /s/ John D. Carifa
__________________________________
TITLE: President
ALLIANCE FUND SERVICES, INC.
BY: /s/ George Hrabovsky
_________________________________
TITLE: President
31
00250235.AH3
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions
"Shareholder Services - Statements and Reports" and "General
Information - Independent Auditors" and to the use of our report
dated August 7, 1997 included in this Registration Statement
(Form N-1A No. 333-26229) of Alliance Greater China '97 Fund,
Inc.
/s/ Ernst & Young LLP
New York, New York
April 3, 1998
00250235.AM4
<PAGE>
EXHIBIT 16
ALLIANCE GREATER CHINA '97 FUND, INC.
COMPUTATION OF AVERAGE ANNUAL COMPOUNDED TOTAL RETURN
n
ERV = P(1+T)
Definitions:
P=Initial investment by shareholder
T=Average annual total return
ERV=Ending redeemable value of shareholder investment
n=Number of periods
Formula to solve for "T"
ERV
For year one T= --- -1
P
ERV
*For subsequent years T= square root of ( --- -1)
P
To solve for ERV:
1. Take an initial shareholder investment of $1,000 on 8/30/97
at maximum offering price of $10.00. The result is 100
shares.
2. Assume that all dividends and distributions by the Fund are
reinvested on reinvest date for the creation of additional
shares. (1.917 shares created).
3. Add initial share balance to additional shares created due
to reinvestment and multiply by ending net asset value
(7/31/90) to obtain ending redeemable value (ERV).
(100+2.766=102.766 x $9.64=$991)
(ERV)
991
T= --- -1
1,000
<PAGE>
T=.991 -1
T=(.009)
T=(0.9%)
T=Average annual total return
* For subsequent years repeat steps 1 through 3 for the required
periods and apply to formula shown above.
00250235.AM9
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 1
[NAME] Class A
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] 6 Months
[FISCAL-YEAR-END] Jul-31-1998
[PERIOD-START] Sept-3-1997
[PERIOD-END] Jan-31-1998
[INVESTMENTS-AT-COST] 3,874,800
[INVESTMENTS-AT-VALUE] 2,714,841
[RECEIVABLES] 522,922
[ASSETS-OTHER] 363,639
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 3,601,402
[PAYABLE-FOR-SECURITIES] 400,000
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 416,966
[TOTAL-LIABILITIES] 816,966
[SENIOR-EQUITY] 4,710
[PAID-IN-CAPITAL-COMMON] 4,330,431
[SHARES-COMMON-STOCK] 91,632
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (9,483)
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (381,278)
[ACCUM-APPREC-OR-DEPREC] (1,159,944)
[NET-ASSETS] 2,784,436
[DIVIDEND-INCOME] 30,931
[INTEREST-INCOME] 15,154
[OTHER-INCOME] 0
[EXPENSES-NET] 36,550
[NET-INVESTMENT-INCOME] 9,535
[REALIZED-GAINS-CURRENT] (381,278)
[APPREC-INCREASE-CURRENT] (1,159,944)
[NET-CHANGE-FROM-OPS] (1,531,687)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (5,303)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 866,870
[NUMBER-OF-SHARES-REDEEMED] (42,189)
[SHARES-REINVESTED] 3,613
[NET-CHANGE-IN-ASSETS] (1,531,687)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
<PAGE>
[GROSS-ADVISORY-FEES] 12,016
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 36,550
[AVERAGE-NET-ASSETS] 2,885,318
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] .05
[PER-SHARE-GAIN-APPREC] (4.08)
[PER-SHARE-DIVIDEND] (0.06)
[PER-SHARE-DISTRIBUTIONS] .00
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 5.91
[EXPENSE-RATIO] 2.50
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
00250235.AL8
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 1
[NAME] Class B
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] 6 Months
[FISCAL-YEAR-END] Jul-31-1998
[PERIOD-START] Sept-3-1997
[PERIOD-END] Jan-31-1998
[INVESTMENTS-AT-COST] 3,874,800
[INVESTMENTS-AT-VALUE] 2,714,841
[RECEIVABLES] 522,922
[ASSETS-OTHER] 363,639
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 3,601,402
[PAYABLE-FOR-SECURITIES] 400,000
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 416,966
[TOTAL-LIABILITIES] 816,966
[SENIOR-EQUITY] 4,710
[PAID-IN-CAPITAL-COMMON] 4,330,431
[SHARES-COMMON-STOCK] 346,827
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (9,483)
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (381,278)
[ACCUM-APPREC-OR-DEPREC] (1,159,944)
[NET-ASSETS] 2,784,436
[DIVIDEND-INCOME] 30,931
[INTEREST-INCOME] 15,154
[OTHER-INCOME] 0
[EXPENSES-NET] 36,550
[NET-INVESTMENT-INCOME] 9,535
[REALIZED-GAINS-CURRENT] (381,278)
[APPREC-INCREASE-CURRENT] (1,159,944)
[NET-CHANGE-FROM-OPS] (1,531,687)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 12,191
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 3,300,875
[NUMBER-OF-SHARES-REDEEMED] (117,413)
[SHARES-REINVESTED] 8,686
[NET-CHANGE-IN-ASSETS] (1,531,687)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
<PAGE>
[GROSS-ADVISORY-FEES] 12,016
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 36,550
[AVERAGE-NET-ASSETS] 2,885,318
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] .02
[PER-SHARE-GAIN-APPREC] (4.07)
[PER-SHARE-DIVIDEND] (0.04)
[PER-SHARE-DISTRIBUTIONS] .00
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 5.91
[EXPENSE-RATIO] 3.20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
00250235.AL9
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 1
[NAME] Class C
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] 6 Months
[FISCAL-YEAR-END] Jul-31-1998
[PERIOD-START] Sept-3-1997
[PERIOD-END] Jan-31-1998
[INVESTMENTS-AT-COST] 3,874,800
[INVESTMENTS-AT-VALUE] 2,714,841
[RECEIVABLES] 522,922
[ASSETS-OTHER] 363,639
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 3,601,402
[PAYABLE-FOR-SECURITIES] 400,000
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 416,966
[TOTAL-LIABILITIES] 816,966
[SENIOR-EQUITY] 4,710
[PAID-IN-CAPITAL-COMMON] 4,330,431
[SHARES-COMMON-STOCK] 20,368
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (9,483)
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (381,278)
[ACCUM-APPREC-OR-DEPREC] (1,159,944)
[NET-ASSETS] 2,784,436
[DIVIDEND-INCOME] 30,931
[INTEREST-INCOME] 15,154
[OTHER-INCOME] 0
[EXPENSES-NET] 36,550
[NET-INVESTMENT-INCOME] 9,535
[REALIZED-GAINS-CURRENT] (381,278)
[APPREC-INCREASE-CURRENT] (1,159,944)
[NET-CHANGE-FROM-OPS] (1,531,687)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (810)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 196,906
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 604
[NET-CHANGE-IN-ASSETS] (1,531,687)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
<PAGE>
[GROSS-ADVISORY-FEES] 12,016
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 36,550
[AVERAGE-NET-ASSETS] 2,885,318
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] .03
[PER-SHARE-GAIN-APPREC] (4.07)
[PER-SHARE-DIVIDEND] (0.04)
[PER-SHARE-DISTRIBUTIONS] .00
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 5.92
[EXPENSE-RATIO] 3.20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
00250235.AM0
<PAGE>
[ARTICLE] 6
[SERIES]
[NUMBER] 1
[NAME] Advisor Class
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] 6 Months
[FISCAL-YEAR-END] Jul-31-1998
[PERIOD-START] Sept-3-1997
[PERIOD-END] Jan-31-1998
[INVESTMENTS-AT-COST] 3,874,800
[INVESTMENTS-AT-VALUE] 2,714,841
[RECEIVABLES] 522,922
[ASSETS-OTHER] 363,639
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 3,601,402
[PAYABLE-FOR-SECURITIES] 400,000
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 416,966
[TOTAL-LIABILITIES] 816,966
[SENIOR-EQUITY] 4,710
[PAID-IN-CAPITAL-COMMON] 4,330,431
[SHARES-COMMON-STOCK] 12,180
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] (9,483)
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (381,278)
[ACCUM-APPREC-OR-DEPREC] (1,159,944)
[NET-ASSETS] 2,784,436
[DIVIDEND-INCOME] 30,931
[INTEREST-INCOME] 15,154
[OTHER-INCOME] 0
[EXPENSES-NET] 36,550
[NET-INVESTMENT-INCOME] 9,535
[REALIZED-GAINS-CURRENT] (381,278)
[APPREC-INCREASE-CURRENT] (1,159,944)
[NET-CHANGE-FROM-OPS] (1,531,687)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (714)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 119,232
[NUMBER-OF-SHARES-REDEEMED] (2,107)
[SHARES-REINVESTED] 64
[NET-CHANGE-IN-ASSETS] (1,531,687)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
<PAGE>
[GROSS-ADVISORY-FEES] 12,016
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 36,550
[AVERAGE-NET-ASSETS] 2,885,318
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] .06
[PER-SHARE-GAIN-APPREC] (4.07)
[PER-SHARE-DIVIDEND] (0.07)
[PER-SHARE-DISTRIBUTIONS] .00
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 5.92
[EXPENSE-RATIO] 2.20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
00250235.AM1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior powers
granted by the undersigned to the extent inconsistent herewith
and constitutes and appoints John D. Carifa, Edmund P. Bergan,
Jr., Domenick Pugliese, Andrew L. Gangolf and Emilie D. Wrapp and
each of them, to act severally as attorneys-in-fact and agents,
with power of substitution and resubstitution, for the
undersigned in any and all capacities, solely for the purpose of
signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of ACM Institutional Reserves,
Inc., AFD Exchange Reserves, Alliance All-Asia Fund, Inc.,
Alliance Balanced Shares, Inc., Alliance Bond Fund, Inc.,
Alliance Capital Reserves, Alliance Developing Markets Fund, Inc.
Alliance Global Dollar Government Fund, Inc., Alliance Global
Environment Fund, Inc., Alliance Global Small Cap Fund, Inc.,
Alliance Global Strategic Income Trust, Inc., Alliance Government
Reserves, Alliance Greater China 97 Fund, Inc., Alliance Growth
and Income Fund, Inc., Alliance High Yield Fund, Inc., Alliance
Income Builder Fund, Inc., Alliance International Fund, Alliance
Limited Maturity Government Fund, Inc., Alliance Money Market
Fund, Alliance Mortgage Securities Income Fund, Inc., Alliance
Multi-Market Strategy Trust, Inc., Alliance Municipal Income
Fund, Inc., Alliance Municipal Income Fund II, Alliance Municipal
Trust, Alliance New Europe Fund, Inc., Alliance North American
Government Income Trust, Inc., Alliance Premier Growth Fund,
Inc., Alliance Quasar Fund, Inc., Alliance Real Estate Investment
Fund, Inc., Alliance/Regent Sector Opportunity Fund, Inc.,
Alliance Short-Term Multi-Market Trust, Inc., Alliance Technology
Fund, Inc., Alliance Utility Income Fund, Inc., Alliance Variable
Products Series Fund, Inc., Alliance World Income Trust, Inc.,
Alliance Worldwide Privatization Fund, Inc., Fiduciary Management
Associates, The Alliance Fund, Inc., The Alliance Portfolios, and
The Hudson River Trust, and filing the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute
or substitutes, may do or cause to be done by virtue hereof.
/s/ John D. Carifa
___________________________
John D. Carifa
Dated: September 9, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior powers
granted by the undersigned to the extent inconsistent herewith
and constitutes and appoints John D. Carifa, Edmund P. Bergan,
Jr., Domenick Pugliese, Andrew L. Gangolf and Emilie D. Wrapp and
each of them, to act severally as attorneys-in-fact and agents,
with power of substitution and resubstitution, for the
undersigned in any and all capacities, solely for the purpose of
signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of ACM Institutional Reserves,
Inc., AFD Exchange Reserves, Alliance All-Asia Fund, Inc.,
Alliance Balanced Shares, Inc., Alliance Bond Fund, Inc.,
Alliance Developing Markets Fund, Inc. Alliance Global Dollar
Government Fund, Inc., Alliance Global Environment Fund, Inc.,
Alliance Global Small Cap Fund, Inc., Alliance Global Strategic
Income Trust, Inc., Alliance Greater China 97 Fund, Inc.,
Alliance Growth and Income Fund, Inc., Alliance High Yield Fund,
Inc., Alliance Income Builder Fund, Inc., Alliance International
Fund, Alliance Limited Maturity Government Fund, Inc., Alliance
Mortgage Securities Income Fund, Inc., Alliance Multi-Market
Strategy Trust, Inc., Alliance Municipal Income Fund, Inc.,
Alliance Municipal Income Fund II, Alliance New Europe Fund,
Inc., Alliance North American Government Income Trust, Inc.,
Alliance Premier Growth Fund, Inc., Alliance Quasar Fund, Inc.,
Alliance Real Estate Investment Fund, Inc., Alliance/Regent
Sector Opportunity Fund, Inc., Alliance Short-Term Multi-Market
Trust, Inc., Alliance Technology Fund, Inc., Alliance Utility
Income Fund, Inc., Alliance Variable Products Series Fund, Inc.,
Alliance World Income Trust, Inc., Alliance Worldwide
Privatization Fund, Inc., Fiduciary Management Associates and The
Alliance Fund, Inc. and filing the same, with exhibits thereto,
and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may
do or cause to be done by virtue hereof.
/s/ David H. Dievler
___________________________
David H. Dievler
Dated: September 9, 1997
00250235.AL7
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior powers
granted by the undersigned to the extent inconsistent herewith
and constitutes and appoints John D. Carifa, Edmund P. Bergan,
Jr., Domenick Pugliese, Andrew L. Gangolf and Emilie D. Wrapp and
each of them, to act severally as attorneys-in-fact and agents,
with power of substitution and resubstitution, for the
undersigned in any and all capacities, solely for the purpose of
signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of ACM Institutional Reserves,
Inc., AFD Exchange Reserves, Alliance Balanced Shares, Inc.,
Alliance Bond Fund, Inc., Alliance Capital Reserves, Alliance
Global Dollar Government Fund, Inc., Alliance Global Small Cap
Fund, Inc., Alliance Global Strategic Income Trust, Inc.,
Alliance Government Reserves, Alliance Greater China 97 Fund,
Inc., Alliance Growth and Income Fund, Inc., Alliance High Yield
Fund, Inc., Alliance Income Builder Fund, Inc., Alliance Limited
Maturity Government Fund, Inc., Alliance Money Market Fund,
Alliance Mortgage Securities Income Fund, Inc., Alliance Multi-
Market Strategy Trust, Inc., Alliance Municipal Income Fund,
Inc., Alliance Municipal Income Fund II, Alliance Municipal
Trust, Alliance North American Government Income Trust, Inc.,
Alliance Premier Growth Fund, Inc., Alliance Quasar Fund, Inc.,
Alliance Real Estate Investment Fund, Inc., Alliance/Regent
Sector Opportunity Fund, Inc., Alliance Short-Term Multi-Market
Trust, Inc., Alliance Technology Fund, Inc., Alliance Utility
Income Fund, Inc., Alliance Variable Products Series Fund, Inc.,
Alliance World Income Trust, Inc., Alliance Worldwide
Privatization Fund, Inc., Fiduciary Management Associates, The
Alliance Fund, Inc., The Alliance Portfolios and the Hudson River
Trust, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may
do or cause to be done by virtue hereof.
/s/ William H. Foulk, Jr.
___________________________
William H. Foulk, Jr.
Dated: September 9, 1997
00250235.AL7
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior powers
granted by the undersigned to the extent inconsistent herewith
and constitutes and appoints John D. Carifa, Edmund P. Bergan,
Jr., Domenick Pugliese, Andrew L. Gangolf and Emilie D. Wrapp and
each of them, to act severally as attorneys-in-fact and agents,
with power of substitution and resubstitution, for the
undersigned in any and all capacities, solely for the purpose of
signing the Registration Statement, and any amendments thereto,
on Form N-1A of Alliance Greater China 97 Fund, Inc., and filing
the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
/s/ Tak-Lung Tsim
___________________________
Tak-Lung Tsim
Dated: September 9, 1997
00250235.AL7
