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REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ACM GOVERNMENT INCOME FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
Page
Article 1 Terms of Appointment; Duties of the
Bank...........................................1
Article 2 Fees and Expenses..............................3
Article 3 Representations and Warranties of the Bank ....4
Article 4 Representations and Warranties of the Fund ....4
Article 5 Indemnification ...............................5
Article 6 Covenants of the Fund and the Bank.............8
Article 7 Termination of Agreement.......................10
Article 8 Assignment.....................................10
Article 9 Amendment......................................11
Article 10 Massachusetts Law to Apply.....................11
Article 11 Merger of Agreement............................11
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REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 28th day of August __, 1987, by and
between ACM GOVERNMENT INCOME FUND, INC., a Maryland corporation,
having its principal office and place of business at 1345 Avenue
of the Americas, New York, New York 10105, (the "Fund"), and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal office and place of business at 225
Franklin Street, Boston, Massachusetts 02110 (the "Bank").
WHEREAS, the Fund desires to appoint the Bank as its
registrar, transfer agent, dividend disbursing agent and agent in
connection with certain other activities and the Bank desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
1.01 Subject to the terms and conditions set forth in
this Agreement, the Fund hereby employs and appoints the Bank to
act as, and the Bank agrees to act as registrar, transfer agent
for the Fund's authorized and issued shares of its common stock
("Shares"), dividend disbursing agent and agent in connection
with any dividend reinvestment as set out in the prospectus of
the Fund, corresponding to the date of this Agreement.
1.02 The Bank agrees that it will perform the following
services:
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(a) In accordance with procedures established from
time to time by agreement between the Fund and the Bank, the Bank
shall:
(i) issue and record the appropriate number of Shares
so authorized and hold such Shares in the
appropriate Shareholder account;
(ii) effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
documentation;
(iii) prepare and transmit payments for dividends and
distributions declared by the Fund; and
(iv) act as agent for Shareholders pursuant to the
dividend reinvestment and cash purchase plan as
amended from time to time in accordance with the
terms of the agreement to be entered into between
the Shareholders and the Bank in substantially the
form attached as Exhibit A hereto.
(b) In addition to and not in lieu of the services set
forth in the above paragraph (a), the Bank shall: (i) perform all
of the customary services of a registrar, transfer agent,
dividend disbursing agent and agent of the dividend reinvestment
and cash purchase plan as described in Article 1 consistent with
those requirements in effect as at the date of this Agreement.
The detailed definition, frequency, limitations and associated
costs (if any) set out in the attached fee schedule, include but
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not limited to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and
tabulating proxies and mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts where applicable, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal
authorities for all registered Shareholders, preparing and
mailing confirmation forms and statements of account to
Shareholders and providing Shareholder account information.
Article 2 Fees and Expenses
2.01 For the performance by the Bank pursuant to this
Agreement, the Fund agrees to pay the Bank an annual maintenance
fee as set out in the initial fee schedule attached hereto. Such
fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to
mutual written agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01
above, the Fund agrees to reimburse the Bank for out-of-pocket
expenses or advances incurred by the Bank for the items set out
in the fee schedule attached hereto. In addition, any other
expenses incurred by the Bank at the request or with the consent
of the Fund, will be reimbursed by the Fund.
2.03 The Fund agrees to pay all fees and reimbursable
expenses within five days following the mailing of the respective
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billing notice. Postage and the cost of materials for mailing of
dividends, proxies, Fund reports and other mailings to all
Shareholder accounts shall be advanced to the Bank by the Fund at
least seven (7) days prior to the mailing date of such materials.
Article 3 Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing
and in good standing under the laws of the Commonwealth of
Massachusetts.
3.02 It is duly qualified to carry on its business in
the Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its
charter and by-laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been
taken to authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.01 It is a corporation duly organized and existing
and in good standing under the laws of Maryland.
4.02 It is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform
this Agreement.
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4.03 All corporate proceedings required by said
Articles of Incorporation and By-Laws have been taken to
authorize it to enter into and perform this Agreement.
4.04 It is a closed-end, diversified investment company
registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act
of 1933 is currently effective and appropriate state securities
law filings have been made with respect to all Shares of the Fund
being offered for sale; information to the contrary will result
in immediate notification to the Bank.
4.06 It shall make all required filings under federal
and state securities laws.
Article 5 Indemnification
5.01 The Bank shall not be responsible for, and the
Fund shall indemnify and hold the Bank harmless from and against,
any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable
to:
(a) All actions of the Bank or its agents or
subcontractors required to be taken pursuant to this Agreement,
provided that such actions are taken in good faith and without
negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the
terms of this Agreement, or which arise out of the Fund's lack of
good faith, negligence or willful misconduct or which arise out
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of the breach of any representation or warranty of the Fund
hereunder.
(c) The reliance on or use by the Bank or its agents
or subcontractors of information, records and documents which (i)
are received by the Bank or its agents or subcontractors and
furnished to it by or on behalf of the Fund, and (ii) have been
prepared and/or maintained by the Fund or any other person or
firm on behalf of the Fund. Such other person or firm shall
include any former transfer agent or former registrar, or
co-transfer agent or co-registrar.
(d) The reliance on, or the carrying out by the Bank
or its agents or subcontractors of any instructions or requests
of the Fund's representative.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or
the securities laws or regulations of any state that such Shares
be registered In such state or in violation of any stop order or
other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
5.02 The Bank shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by the
Bank as a result of the Bank's lack of good faith, negligence or
willful misconduct.
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5.03 At any time the Bank may apply to any officer of
the Fund for instructions, and may consult with legal counsel
with respect to any matter arising in connection with the
services to be performed by the Bank under this Agreement, and
the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted
by it in reliance upon such instructions or upon the opinion of
such counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document
furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents
provided the Bank or its agents or subcontractors by telephone,
in person, machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. The Bank, its
agents and subcontractors shall also be protected and indemnified
a recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers of
the Fund, and the proper countersignature of any former transfer
agent or former registrar, or of a co-transfer agent or
co-registrar.
5.04 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of
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God, strikes, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond
its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to
the other party for consequential damages under any provision of
this Agreement or for any act or failure to act hereunder.
5.06 In order that the indemnification provisions
contained in this Article 5 shall apply, upon the assertion of a
claim for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly notify
the other party of such assertion, and shall keep the other party
advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option
to participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall in
no case confess any claim or make any compromise in any case in
which the other party may be required to indemnify it except with
the other party's prior written consent.
Article 6 Covenants of the Fund and the Bank
6.01 The Fund shall promptly furnish to the Bank the
following:
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(a) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the Bank and
the execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and
By-Laws of the Fund and all amendments thereto.
6.02 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for
safekeeping of stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and
devices.
6.03 The Bank shall keep records relating to the
services to be performed hereunder, in the form and manner as it
may deem advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and the Rules
thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed
by the Bank hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund
on and in accordance with its request.
6.04 The Bank and the Fund agree that all books,
records, information and data pertaining to the business of the
other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain
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confidential, and shall not be voluntarily disclosed to any other
person, except as say be required by law.
6.05 In case of any requests or demands for the
inspection of the Shareholder records of the Fund, the Bank will
endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. The Bank
reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may
be held liable for the failure to exhibit the Shareholder records
to such person.
Article 7 Termination of Agreement
7.01 This Agreement may be terminated by either party
upon one hundred twenty (120) days written notice to the other.
7.02 Should the Fund exercise its right to terminate,
all out-of-pocket expenses associated with the movement of
records and material will be borne by the Fund. Additionally, the
Bank reserves the right to charge for any other reasonable
expenses associated with such termination and/or a charge
equivalent to the average of three (3) month's fees.
Article 8 Assignment
8.01 Except as provided in Section 8.03 below, neither
this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other
party.
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8.02 This Agreement shall inure to the benefit of and
be binding upon the parties and their respective permitted
successors and assigns.
8.03 The Bank may, without further consent on the part
of the Fund, subcontract for the performance hereof with (i)
Boston Financial Data Services, Inc., a Massachusetts corporation
("BFDS") which to duly registered as a transfer agent pursuant to
Section 17A(c)(1) is the Securities Exchange Act of 1934
("Section 17A(c)(1)"), (ii) a BFDS subsidiary duly registered as
a transfer agent pursuant to Section 17A(c)(1) or (iii) a BFDS
affiliate; provided, however, that the Bank shall be as fully
responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
Article 9 Amendment
9.01 This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or
approved by a resolution of the Board of Directors of the Fund.
Article 10 Massachusetts Law to Apply
10.01 This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the
laws of the Commonwealth of Massachusetts.
Article 11 Merger of Agreement
11.01 This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement
with respect to the subject hereof whether oral or written.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf under
their seals by and through their duly authorized officers, as of
the day and year first above written.
ACM GOVERNMENT INCOME FUND, INC.
By: /s/ David H. Dievler
______________________________
David H. Dievler
ATTEST:
/s/ ILLEGIBLE
__________________________
STATE STREET BANK AND TRUST COMPANY
By: /s/ ILLEGIBLE
________________________________
Vice President
ATTEST:
/s/ ILLEGIBLE
__________________________
Assistant Secretary
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00250065.AK9
