ALLIANCE GLOBAL INVESTOR SERVICES, INC.
SHAREHOLDER INQUIRY AGENCY AGREEMENT
AGREEMENT, dated as of [____________], 2001, between
Alliance National Municipal Income Fund, Inc., a Maryland
Corporation and a closed-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 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Fund"), and ALLIANCE
GLOBAL INVESTOR SERVICES, INC., a Delaware corporation, having
its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ("AGIS").
WHEREAS, AGIS has agreed to act as shareholder inquiry
agent to the Fund for the purpose of responding to telephone
inquiries concerning the Fund and matters relating thereto from
Shareholders and others;
NOW THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, the parties do hereby
agree as follows:
SECTION 1. Upon the terms set forth in this Agreement,
the Fund hereby appoints AGIS as its shareholder inquiry agent,
and AGIS agrees to act in that capacity. Capitalized terms used
in this Agreement and not otherwise defined shall have the
meanings assigned to them in SECTION 10.
SECTION 2.
(a) As shareholder inquiry agent hereunder, AGIS shall
respond to telephone inquiries concerning the Fund and matters
relating thereto from Shareholders and others.
(b) In responding to the inquiries referred to in
SECTION 2(a), AGIS shall be limited to providing information that
is otherwise publicly available.
(c) With respect to any inquiries that AGIS is unable
to respond to or which are beyond the scope of its services under
this Agreement, to the extent reasonable under the circumstances,
AGIS shall direct such inquiries to the appropriate person.
SECTION 3. The Fund shall provide AGIS with copies of
any materials relating to the Fund that are reasonably requested
by AGIS for the purposes of performing its services under this
Agreement.
SECTION 4. Upon the declaration of each dividend and
each capital gains distribution by the Fund's Directors, the Fund
shall notify AGIS 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 5. Nothing contained in this Agreement is
intended to or shall require AGIS 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 6. For the services rendered by AGIS as
described above, the Fund shall pay to AGIS a fee at a rate to be
mutually agreed upon from time to time, provided that in no event
shall the fee be more than the cost to AGIS of providing such
services.
SECTION 7. AGIS 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 AGIS for
compensation received by it hereunder.
SECTION 8.
(a) AGIS 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 AGIS or its employees or
agents.
(b) Without limiting the foregoing:
(i) AGIS may rely upon the statements and
instructions of Fund officers and advice of the Fund or counsel
to the Fund or AGIS. AGIS shall not be liable for any action
taken in good faith reliance upon such instructions or advice;
(ii) AGIS shall not be liable for any action
reasonably taken in good faith reliance upon any such
instructions or advice or upon a certified copy of any resolution
of the Fund's Directors. AGIS may rely upon the genuineness of
any document, or copy thereof, reasonably believed by AGIS in
good faith to have been validly executed;
(iii) AGIS may rely, and shall be protected by the
Fund in acting, upon any signature, instruction, request, opinion
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of counsel, statement, report, notice or other document
reasonably believed by it in good faith to be genuine and to have
been duly signed or presented on behalf of the Fund.
(c) The Fund shall indemnify AGIS and hold it harmless
from any and all losses, costs, damages, liabilities and
expenses, including reasonable expenses of counsel, incurred by
it resulting from any claim, demand, action or suit in connection
with the performance of its duties hereunder, including any
error, omission, inaccuracy or other deficiency contained in
materials provided to AGIS by the Fund, 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 out
of the failure of the Fund to provide any information in the
Fund's possession needed by AGIS to knowledgeably perform its
functions; provided the Fund shall have no obligation to
indemnify AGIS 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 AGIS, and
provided that this indemnification shall not apply to actions or
omissions of AGIS 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 AGIS harmless
pursuant to this Section, the Fund shall have been fully and
promptly advised by AGIS of all material facts concerning the
situation in question. The Fund shall have the option to defend
AGIS against any claim which may be the subject of this
indemnification, and in the event that the Fund so elects, it
will so notify AGIS, and thereupon the Fund shall retain
competent counsel to undertake defense of the claim, and AGIS
shall in such situations incur no further legal or other expenses
for which it may seek indemnification under this Section.
SECTION 9. This Agreement may be amended from time to
time by a written supplemental agreement executed by the Fund and
AGIS 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 interested persons of any such party, at a meeting
called for such purpose, and thereafter is approved by the
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 AGIS 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 By-Laws, or any
rule, regulation or requirement of any regulatory body.
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SECTION 10. 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: The term Business Day shall mean any
day on which the Fund is open for business as described in its
Prospectus.
(b) 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.
(c) Shares: The term Shares shall mean all or any part
of each class of the shares of capital stock of the Fund which
from time to time are authorized and/or issued by the Fund.
SECTION 11. AGIS shall not be liable 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 AGIS 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.
SECTION 12. The Fund may give AGIS sixty (60) days and
AGIS may give the Fund ninety (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 may, but is not required to, appoint a successor
shareholder inquiry agent. Upon receipt from the Fund of written
notice of the appointment of the successor shareholder inquiry
agent and related instructions, AGIS shall, upon request of the
Fund and the successor shareholder inquiry agent and upon payment
of AGIS' reasonable charges and disbursements, promptly transfer
to the successor shareholder inquiry agent all materials held by
AGIS hereunder and cooperate with, and provide reasonable
assistance to, the successor shareholder inquiry agent in the
transition to carry out its responsibilities hereunder.
SECTION 13. 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 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:
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Alliance National Municipal Income Fund, Inc. ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention;
Secretary
Notice to AGIS shall be given as follows until further
notice:
Alliance Global Investor Services, Inc. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
SECTION 14. The Fund represents and warrants to AGIS
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, AGIS represents
and warrants to the Fund that the execution and delivery of this
Agreement by the undersigned officer of AGIS has also been duly
and validly authorized.
SECTION 15. This Agreement may be executed in more than
one counterpart, each of which shall be deemed to be an original,
and shall become effective as of [___________], 2001, unless
otherwise agreed by the parties. Unless sooner terminated
pursuant to SECTION 12, this Agreement will continue until
[______________], 2002 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 Shareholders 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 16. 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 AGIS or by
AGIS 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 17. This Agreement shall be governed by the laws
of the state of New York.
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WITNESS the following signatures;
Alliance National Municipal Income Fund, Inc.
By:______________________________
Title:___________________________
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
By:______________________________
Title:___________________________
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00250209.AN2
