ADVISORY AGREEMENT
ALLIANCE TECHNOLOGY FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
July 22, 1992
(As amended as of
February 15, 2000)
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and
reinvesting our assets in securities of the type and in accordance with
the limitations specified in our Articles of Incorporation, By-Laws,
Registration Statement filed with the Securities and Exchange Commission
under the Investment Company act of 1940 (the "Act") and the Securities
Act of 1933, and any representations made in our Prospectus, all in such
manner and to such extent as may from time to time be authorized by our
Board of Directors. We enclose copies of the documents listed above and
will from time to time furnish you with any amendments thereof.
2. We hereby employ you to manage the investment and
reinvestment of our assets as above specified, and without limiting the
generality of the foregoing, to provide management and other services
specified below.
(a) You will make decisions with respect to all purchases and sales
of our portfolio securities. To carry out such decisions, you are hereby
authorized, as our agent and attorney in fact, for our account and at our
risk in our name, to place orders for the investment and reinvestment of
our assets. In all purchases, sales and other transactions in our
portfolio securities you are authorized to exercise full discretion and
act for us in the same manner and with the same force and effect as our
corporation itself might or could do with respect to such purchases,
sales, or other transactions, as well as with respect to all other things
necessary or incidental to the furtherance or conduct of such purchases,
sales or transactions.
(b) You will report to our Board of Directors at each meeting
thereof all changes in our portfolio since the prior report, and will
also keep us in touch with important developments affecting our portfolio
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 companies whose securities are included in our
portfolio, the industries in which they engage, or the economy generally.
You will also furnish us with such statistical and analytical information
with respect to our portfolio securities as you may believe appropriate
or as we reasonably may request. In making such purchases and sales of
our portfolio securities, 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 under
the Act and the Securities Act of 1933 and the limitations in the Act and
of the Internal Revenue Code in respect of regulated investment
companies.
(c) 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 at our request you will provide to our
corporation 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, administrative and
other services to us as we may from time to time request of you. Such
personnel may be employees of you and your affiliates. We will pay to
you or your affiliates the cost of such personnel for rendering such
services to us at such rates as shall from time to time be agreed upon
between us, provided that all time devoted to the investment or
reinvestment of our portfolio securities 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 (other than us) shall
furnish us without charge with such administrative and management
supervision and assistance and such office facilities as you may believe
appropriate or as we may reasonably request subject to the requirements
of any regulatory authority to which you may be subject. You or your
affiliates (other than us) shall also pay any expenses incurred by us in
promoting the sale of our shares (other than the portion of 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 and mailing our
prospectuses and other report to stockholders and all expenses and fees
related to proxy solicitations and registrations and filings with the
Securities and Exchange Commission and with state regulatory
authorities).
(d) It is further agreed that you shall reimburse us for our
expenses (exclusive of interest, taxes, brokerage, and other expenditures
which are capitalized in accordance with generally accepted accounting
principles, and extraordinary expenses) which in any year exceed the
limits prescribed by any state in which our shares are qualified for
sale.
3. We hereby confirm that, subject to the foregoing, we shall be
responsible and hereby assume the obligation for payment of all our other
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 costs; (e) clerical, accounting, administrative, and
other office costs; (f) costs of personnel providing services to us as
provided in subparagraph (c) of paragraph 2 above; (g) costs of printing
our prospectuses and other reports to existing stockholders; (h) costs of
maintenance of corporate existence; (i) interest charges, taxes,
brokerage fees and commissions; (j) costs of stationery and supplies; (k)
expenses and fees related to proxy solicitations and registrations and
filings with the Securities and Exchange Commission and with state
regulatory authorities; and (1) such promotional expenses as may be
contemplated by an effective plan pursuant to Rule 12b-1 under the Act
provided, however, that our payment of such promotional expenses shall be
in the amounts and in accordance with the procedures set forth in such
plan.
4. We shall expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we
agree as an inducement to your undertaking these services that you shall
not be liable hereunder for any mistake of judgment or in any event
whatsoever, except for lack of good faith, provided that nothing herein
shall be deemed to protect, or purport to protect, you against any
liability to us or to our security holders to which you would otherwise
be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by reason of
your reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a quarterly
fee, payable for the preceding quarter on the first business day of
January, April, July and October equal to the following percentages of
the value of our aggregate net assets at the close of business on the
last business day immediately preceding such payment date: 1/4 of 1.00%
of the first $10 billion, 1/4 of .975% of the next $2.5 billion, 1/4 of
.95% of the next $2.5 billion, 1/4 of .925% of the next $2.5 billion, 1/4
of .90% of the next $2.5 billion, 1/4 of .875% of the next $2.5 billion,
and 1/4 of .85% of in excess of $22.5 billion; provided, however, that
for the portion of any quarter in which this agreement becomes effective
after the beginning of such quarter, such compensation shall be prorated
according to the proportion which such portion of a quarter bears to a
full quarter. Your reimbursement, if any, of our expenses as provided in
paragraph 2(d) above will be annualized on a monthly basis. Payment of
the advisory fee will be reduced or postponed, if necessary, with any
adjustments made after the end of the year.
6. This agreement shall become effective on the date thereof and
shall remain in effect until December 31, 2000, and thereafter for
successive twelve-month periods (computed from each January 1), provided
that such continuance is specifically approved at least annually by our
Board of Directors or by majority vote of the holders of our outstanding
voting securities (as defined in the Act), and, in either case, by a
majority of our directors who are not parties to this agreement or
interested persons, as defined in the Act, of any such party (other than
as directors of our corporation). This agreement may be terminated at
any time, without the payment of any penalty, by vote of a majority of
our outstanding voting securities (as so defined), or by a vote of a
majority of our entire Board of Directors on sixty days' written notice
to you or by you on sixty 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, officers or any of the
Directors at Alliance Capital Management Corporation, general partner, or
employees 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
corporation, firm, individual or association.
(b) You will notify us of any change in general partners of your
partnership within a reasonable time after such change.
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 Technology Fund, Inc.
By
Edmund P. Bergan, Jr.
Secretary
Accepted: February 15, 2000
Alliance Capital Management L.P.
By Alliance Capital Management Corporation,
general partner
By
John D. Carifa
President & Chief Operating Officer
Mf legal\atf\amnd advs agrmnt-2-00.atf
