ALLIANCE FUND SERVICES, INC.
SHAREHOLDER INQUIRY AGENCY AGREEMENT
AGREEMENT, dated as of November 28, 1995, between ACM
Government 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 FUND SERVICES, INC., a Delaware
corporation, having its principal place of business at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Fund Services").
WHEREAS, Fund Services 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 Fund Services as its shareholder inquiry
agent, and Fund Services 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, Fund
Services 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), Fund Services shall be limited to providing
information that is otherwise publicly available.
(c) With respect to any inquiries that Fund Services is
unable to respond to or which are beyond the scope of its
services under this Agreement, to the extent reasonable under the
circumstances, Fund Services shall direct such inquiries to the
appropriate person.
SECTION 3. The Fund shall provide Fund Services with
copies of any materials relating to the Fund that are reasonably
requested by Fund Services 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 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 5. Nothing contained in this Agreement is
intended to or shall require Fund Services 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 Fund Services as
described above, the Fund shall pay to Fund Services 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 Fund Services
of providing such services.
SECTION 7. 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 8.
(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) Without limiting the foregoing:
(i) Fund Services may rely upon the statements and
instructions of Fund officers and advice of the Fund or counsel
to the Fund or Fund Services. Fund Services shall not be liable
for any action taken in good faith reliance upon such
instructions or advice;
(ii) Fund Services 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. Fund Services may rely upon the
genuineness of any document, or copy thereof, reasonably believed
by Fund Services in good faith to have been validly executed;
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(iii) Fund Services may rely, and shall be
protected by the Fund in acting, upon any signature, instruction,
request, opinion 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 Fund Services 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 Fund Services 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 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, and 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
Section.
SECTION 9. 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 interested persons of any such party,
at a meeting called for such purpose, and thereafter is approved
by the Shareholders it 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
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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.
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. Fund Services 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 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.
SECTION 12. The Fund may give Fund Services sixty (60)
days and Fund Services 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, Fund Services shall, upon
request of the Fund and the successor shareholder inquiry agent
and upon payment of Fund Services' reasonable charges and
disbursements, promptly transfer to the successor shareholder
inquiry agent all materials held by Fund Services 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
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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:
ACM Government Income Fund, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention; Secretary
Notice to Fund Services shall be given as follows until
further notice:
Alliance Fund Services, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
SECTION 14. 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 15. This Agreement may be executed in more than
one counterpart, each of which shall be deemed to be art
original, and shall become effective as of November 28, 1995,
unless otherwise agreed by the parties. Unless sooner terminated
pursuant to SECTION 12, this Agreement will continue until
December 31F 1996 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
▇▇▇▇▇▇▇ 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 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 17. This Agreement shall be governed by the laws
of the state of New York.
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WITNESS the following signatures;
ACM Government Income Fund, Inc.
By:______________________________
Title:___________________________
ALLIANCE FUND SERVICES, INC.
By:______________________________
Title:___________________________
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00250065.AL8
