BROKER-DEALER AGREEMENT
BROKER-DEALER AGREEMENT dated as of [__________], 2002
between The Bank of New York (the "Auction Agent"), a New York
banking corporation (not in its individual capacity but solely as
agent of Alliance National Municipal Income Fund, Inc. (the
"Fund") pursuant to authority granted it in the Auction Agency
Agreement), and [_____________] together with its successors and
assigns, ("BD").
The Fund has issued four series of shares of National
Municipal Income Preferred Shares, par value $.001 per share,
liquidation preference $25,000 per share (the "Preferred Shares")
pursuant to its Articles of Incorporation, as amended by the
Articles Supplementary.
The Articles Supplementary provide that, for each
Subsequent Rate Period of any series of Preferred Shares then
outstanding, the Applicable Rate for such series for such
Subsequent Rate Period shall, under certain conditions, be the
rate per annum that a bank or trust company (therein termed the
"Auction Agent") appointed by the Fund adviser results from
implementation of the Auction Procedures for such series. The
Board of Directors has adopted a resolution appointing The Bank
of New York as Auction Agent for purposes of the Auction
Procedures for each series of Preferred Shares.
The Auction Procedures require the participation of one
or more Broker-Dealers for each series of Preferred Shares.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein the Auction Agent and BD agree
as follows:
1. Definitions and Rules of Construction.
1.1 Terms Defined by Reference to Articles Supplementary
Capitalized terms not defined herein shall have the
respective meanings specified in the Articles Supplementary.
1.2 Terms Defined Herein.
As used herein and in the Settlement Procedures, the
following terms shall have the following meanings, unless the
context otherwise requires:
(a) "Articles Supplementary" shall mean the Articles
Supplementary establishing the Preferred Shares and setting forth
the rights and preferences thereof, as filed by the Fund with the
Department of Assessments and Taxation of the State of Maryland.
(b) "Auction" shall have the meaning specified in
Section 2.1 hereof.
(c) "Auction Agency Agreement" shall mean the Auction
Agency Agreement, dated as of [_____________], 2002, between the
Fund and the Auction Agent relating to the Preferred Shares.
(d) "Auction Procedures" shall mean the auction
procedures constituting Part II of the Articles Supplementary.
(e) "Authorized Officer" shall mean each Vice
President, Assistant Vice President, and Assistant Treasurer of
the Auction Agent assigned to the Dealing and Trading Group of
its Corporate Trust Department and every other officer or
employee of the Auction Agent designated as an "Authorized
Officer" for purposes of this Agreement in a written
communication to BD.
(f) "BD Officer" shall mean each officer or employee of
BD designated as a "BD Officer" for purposes of this Agreement in
a communication to the Auction Agent.
(g) "Broker-Dealer Agreement" shall mean this Agreement
and any substantially similar agreement between the Auction Agent
and a Broker-Dealer.
(h) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit A.
1.3 Rules of Construction.
Unless the context or use indicates another or different
meaning or intent, the following rules shall apply to the
construction of this Agreement:
(a) Words importing the singular number shall include
the plural number and vice versa.
(b) The captions and headings herein are solely for
convenience of reference and shall not constitute a part of this
Agreement nor shall they affect its meaning, construction or
effect.
(c) The words "hereof", "herein", "hereto", and other
words of similar import refer to this Agreement as a whole.
(d) All references herein to a particular time of day
shall be to New York City time.
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2. The Auction.
2.1 Purpose; Incorporation by Reference of Auction
Procedures and Settlement Procedures.
(a) The provisions of the Auction Procedures will be
followed by the Auction Agent for the purpose of determining the
Applicable Rate for any Subsequent Rate Period of any series of
Preferred Shares for which the Applicable Rate is to be
determined by an Auction. Each periodic operation of such
procedures is hereinafter referred to as an "Auction".
(b) All of the provisions contained in the Auction
Procedures and the Settlement Procedures are incorporated herein
by reference in their entirety and shall be deemed to be a part
hereof to the same extent as if such provisions were fully set
forth herein.
(c) BD agrees to act as, and assumes the obligations
of, and limitations and restrictions placed upon, a Broker-Dealer
under this Agreement for each series of Preferred Shares. BD
understands that other Persons meeting the requirements specified
in the definition of "Broker-Dealer" contained in the Auction
Procedures may execute Broker-Dealer Agreements and participate
as Broker-Dealers in Auctions.
2.2 Preparation for Each Auction.
(a) Not later than 9:30 A.M. an each Auction Date for
any series of Preferred Shares, the Auction Agent shall advise
the Broker-Dealers for such series by telephone of the Maximum
Rate therefor and the Reference Rate(s) and Treasury Note
Rate(s), as the case may be, used in determining such Maximum
Rate.
(b) In the event that any Auction Date for the
Preferred Shares shall be changed after the Auction Agent has
given the notice referred to in clause (vi) of paragraph (a) of
the Settlement Procedures, or after the notice referred to in
Section 2.5(a) hereof, if applicable, the Auction Agent, by such
means as the Auction Agent deems practicable, shall give notice
of such change to BD not later than the earlier of 9:15 A.M. on
the new Auction Date or 9:15 A.M. on the old Auction Date.
(c) For purposes of maintaining its list of Existing
Holders, the Auction Agent from time to time may, but shall not
be obligated to, request the Broker-Dealers to provide the
Auction Agent with a list of Persons that such Broker-Dealers
believe should be Existing Holders of shares of Preferred Shares
based upon inquires of those Persons such Broker-Dealers believe
are Beneficial Owners as a result of the most recent Auction and
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with respect to each such Person, the number of shares of such
series of Preferred Shares such Broker-Dealer believes are owned
by such Person. BD shall comply with any such request, and the
Auction Agent shall keep confidential any such information so
provided by BD and shall, subject to the terms of the Auction
Agency Agreement, not disclose any information so provided by BD
to any Person other than the Fund and BD.
(d) BD agrees to maintain a list of customers relating
to a series of Preferred Shares and to use its best efforts,
subject to existing laws and regulations, to contact the
customers on such list whom BD believes may be interested in
participating in such Auction on each Auction Date, as a
Potential Holder or Potential Beneficial Owner, for the purposes
set forth in the Auction Procedures. Nothing herein shall
require BD to submit an Order for any customer in any Auction.
(e) The Auction Agent's registry of Existing Holders of
shares of a series of Preferred Shares shall be conclusive and
binding on BD. BD may inquire of the Auction Agent between 3:00
P.M. on the Business Day preceding an Auction for shares of a
series of Preferred Shares and 9:30 A.M. on the Auction Date for
such Auction to ascertain the number of shares of such series in
respect of which the Auction Agent has determined BD to be an
Existing Holder. If BD believes it is the Existing Holder of
fewer shares of such series than specified by the Auction Agent
in response to BD's inquiry, BD may so inform the Auction Agent
of that belief. BD shall not, in its capacity as Existing Holder
of shares of such series, submit Orders in such Auction in
respect of shares of such series covering in the aggregate more
than the number of shares of such series specified by the Auction
Agent in response to BD's inquiry.
2.3 Auction Schedule; Method of Submission of Orders.
(a) The Fund and the Auction Agent shall conduct
Auctions for Preferred Shares in accordance with the schedule set
forth below. Such schedule may be changed by the Auction Agent
with the consent of the Fund, which consent shall not be
unreasonably withheld. The Auction Agent shall give written
notice of any such change to each Broker-Dealer. Such notice
shall be given prior to the close of business on the Business Day
next preceding the first Auction Date on which such change shall
be effective.
Time Event
By 9:30 A.M. Auction Agent advises the Fund
and the Broker-Dealer of the
applicable Maximum Rate and the
Reference Rate(s) and Treasury
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Note Rate(s), as the case may
be, used in determining such
Maximum Rate as set forth in
Section 2.2(a) hereof.
9:30 A.M. - 1:30 P.M. Auction Agent assembles
information communicated to it
by Broker-Dealers as provided
in Section 2(a) of the Auction
Procedures. Submission Deadline
is 1:30 P.M.
Not earlier than 1:30 P.M. Auction Agent makes
determinations pursuant to
Section 3(a) of the Auction
Procedures.
By approximately 3:30 P.M. Auction Agent advises Fund of
results of Auction as provided
in Section 3(b) of the Auction
Procedures.
Submitted Bids and Submitted
Sell Orders are accepted and
rejected and shares allocated
as provided in Section 4 of the
Auction Procedures.
Auction Agent gives notice of
Auction results as set forth in
section 2.4(a) hereof.
(b) BD shall submit Orders to the Auction Agent in
writing substantially in the form attached hereto as Exhibit B.
BD shall submit a separate Order to the Auction Agent for each
Potential Holder or Existing Holder with respect to whom BD is
submitting an Order and shall not otherwise net or aggregate such
Orders prior to their submission to the Auction Agent.
(c) BD shall deliver to the Auction Agent (i) a written
notice, in substantially the form attached hereto as Exhibit C,
of transfers of Preferred Shares made to BD from another Person
other than pursuant to an Auction and (ii) a written notice,
substantially in the form attached hereto as Exhibit D, of the
failure of any Preferred Shares to be transferred to or by any
Person that purchased or sold shares of Preferred Shares through
BD pursuant to an Auction. The Auction Agent is not required to
accept any such notice described in clause (i) for an Auction
unless it is received by the Auction Agent by 3:30 P.M. on the
Business Day preceding such Auction.
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(d) BD and other Broker-Dealers may submit Orders in
Auctions for their own accounts (including Orders for their own
accounts where the Order is placed beneficially for a customer)
unless the Fund shall have notified BD and all other Broker-
Dealers that they may no longer do so, in which case Broker-
Dealers may continue to submit Hold Orders and Sell Orders for
their own accounts. The Auction Agent shall have no
responsibility for or liability in connection with the compliance
of Broker-Dealers with this Section 2.3(d).
(e) BD agrees to handle its customers' Orders in
accordance with its duties under applicable securities laws and
rules.
(f) To the extent that pursuant to Section 4 of the
Auction Procedures of the Fund, BD continues to hold, sells, or
purchases a number of shares that is fewer than the number of
shares in an Order submitted by BD to the Auction Agent in which
BD designated itself as an Existing Holder or Potential Holder in
respect of customer Orders, BD shall make appropriate pro rata
allocations among its customers for which it submitted Orders of
similar tenor. If as a result of such allocations, any
Beneficial Owner would be entitled or required to sell, or any
Potential Beneficial Owner would be entitled or required to
purchase, a fraction of a share of Preferred Shares on any
Auction Date, BD shall, in such manner as it shall determine in
its sole discretion, round up or down the number of shares of
Preferred Shares to be purchased or sold on such Auction Date by
any Beneficial Owner or Potential Beneficial Owner on whose
behalf BD submitted an Order so that the number of shares so
purchased or sold by each such Beneficial Owner or Potential
Beneficial Owner on such Auction Date shall be whole shares of
Preferred Shares.
2.4 Notices.
(a) On each Auction Date for Preferred Shares, the
Auction Agent shall notify BD by telephone, or by other
electronic means acceptable to the parties hereto, of the results
of the Auction as set forth in [paragraph (a)] of the Settlement
Procedures. By approximately 11:30 A.M., on the Business Day
next succeeding such Auction Date, the Auction Agent shall
confirm to BD in writing the disposition of all Orders submitted
by BD in such Auction.
(b) BD shall notify each Existing Holder, Potential
Holder, Beneficial Owner or Potential Beneficial Owner of
Preferred Shares on whose behalf BD has submitted an Order as set
forth in [paragraph (b)] of the Settlement Procedures and take
such other action as is required of BD pursuant to the Settlement
Procedures.
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2.5 Designation of Special Rate Period.
(a) If the Fund delivers to the Auction Agent a notice,
in the form of Exhibit D to the Auction Agency Agreement, of the
Auction Date for Preferred Shares for a Rate Period thereof that
next succeeds a Rate Period that is not a Minimum Rate Period,
the Auction Agent shall deliver such notice to BD as promptly as
practicable after its receipt of such notice from the Fund.
(b) If the Board of Directors proposes to designate any
succeeding Subsequent Rate Period of any series of Preferred
Shares as a Special Rate Period and the Fund delivers to the
Auction Agent a notice of such proposed Special Rate Period in
the form of Exhibit E to the Auction Agency Agreement, the
Auction Agent shall deliver such notice to BD as promptly as
practicable after its receipt of such notice from the Fund.
(c) If the Board of Directors determines to designate
such succeeding Subsequent Rate Period as a Special Rate Period,
and the Fund delivers to the Auction Agent a notice of such
Special Rate Period in the form of Exhibit F to the Auction
Agency Agreement not later than 11:00 A.M. on the second Business
Day next preceding the first day of such Rate Period, the Auction
Agent shall deliver such notice to BD not later than 3:30 P.M. on
such second Business Day.
(d) If the Fund shall deliver to the Auction Agent a
notice not later than 11:00 A.M. on the second Business Day next
preceding the first day of any Rate Period stating that the Fund
has determined not to exercise its option to designate such
succeeding Subsequent Rate Period as a Special Rate Period, in
the form of Exhibit G to the Auction Agency Agreement, or shall
fail to timely deliver either such notice or a notice in the form
of Exhibit F to the Auction Agency Agreement, the Auction Agent
shall deliver a notice in the form of Exhibit G to the Auction
Agency Agreement to BD not later than 3:00 P.M. on such second
Business Day.
2.6 Allocation of Taxable Income.
If the Fund delivers to the Auction Agent a notice in
the form of Exhibit J to the Auction Agency Agreement designating
all or a portion of any dividend on shares of any Series of
Preferred Shares to consist of net capital gains or other income
taxable for Federal income tax purposes, the Auction Agent shall
deliver such notice to BD on the Business Day following its
receipt of such notice from the Fund. On or prior to the Auction
Date referred to in such notice, BD will contact each of its
customers that is a Beneficial Owner of shares of such Series of
Preferred Shares or a Potential Beneficial Owner of such Series
of Preferred Shares interested in submitting an Order with
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respect to the Auction to be held on such Auction Date, and BD
will notify such Beneficial Owners and Potential Beneficial
Owners of the contents of such notice. BD will be deemed to have
notified such Beneficial Owners and Potential Beneficial Owners
if, for each of them, (i) BD makes a reasonable effort to contact
such Beneficial Owner or Potential Beneficial Owner by telephone,
and (ii) upon failing to contact such Beneficial Owner or
Potential Beneficial Owner by telephone BD mails written
notification to such Beneficial Owner or Potential Beneficial
Owner at the mailing address indicated in the account records of
BD.
The Auction Agent shall be required to notify BD within
two Business Days after each Auction that involves an allocation
of income taxable for Federal income tax purposes as to the
dollar amount per share of such taxable income and income exempt
from Federal income taxation included in the related dividend, to
the extent that such information is provided in advance to the
Auction Agent.
2.7 Failure to Deposit.
(a) If:
any Failure to Deposit shall have occurred with
respect to shares of any series of Preferred Shares during any
Rate Period thereof (other than any Special Rate Period of more
than 364 Rate Period Days or any Rate Period succeeding any
Special Rate Period of more than 364 Rate Period Days during
which a Failure to Deposit occurred that has not been cured);
but, prior to 12:00 Noon, New York City time, on the third
Business Day next succeeding the date on which such Failure to
Deposit occurred, such Failure to Deposit shall have been cured
in accordance with Section 2.7 of the Auction Agency Agreement
and the Fund shall have paid to the Auction Agent the late charge
as described in Section 2.7 of the Auction Agency Agreement;
then, the Auction Agent shall deliver a notice in the form of
Exhibit H to the Auction Agency Agreement by first-class mail,
postage prepaid, to BD not later than one Business Day after its
receipt of the payment from the Fund curing such Failure to
Deposit and such late charge.
(b) If:
(i) Failure to Deposit shall have occurred with
respect to shares of any series of Preferred Shares during any
Rate Period thereof (other than any Special Rate Period of more
than 364 Rate Period Days or any Rate Period succeeding any
Special Rate Period of more than 364 Rate Period Days during
which a Failure to Deposit occurred but has not been cured), and,
prior to 12:00 Noon, New York City time, on the third Business
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Day next succeeding the date on which such Failure to Deposit
occurred, such Failure to Deposit shall not have been cured as
described in Section 2.7 of the Auction Agency Agreement or the
Fund shall not have paid to the Auction Agent the late charge
described in Section 2.7 of the Auction Agency Agreement; or
(ii) any Failure to Deposit shall have occurred
with respect to shares of any series of Preferred Shares during a
Special Rate Period thereof of more than 364 Rate Period Days, or
during any Rate Period thereof succeeding any Special Rate Period
of more than 364 Rate Period Days during which a Failure to
Deposit occurred that has not been cured, and, prior to 12:00
noon, New York City time, on the fourth Business Day preceding
the Auction Date for the Rate Period subsequent to such Rate
Period, such Failure to Deposit shall not have been cured as
described in Section 2.7 of the Auction Agency Agreement or the
Fund shall not have paid to the Auction Agent for such series the
late charge described in Section 2.7 of the Auction Agency
Agreement;
then the Auction Agent shall deliver a notice in the form of
Exhibit I to the Auction Agency Agreement to the Broker-Dealers
for such series not later than one Business Day after the receipt
of the payment from the Fund curing such Failure to Deposit and
such late charge.
2.8 Service Charge to Be Paid to BD.
On the Business Day next succeeding each Auction Date,
the Auction Agent shall pay to BD from moneys received from the
Fund an amount equal to the product of (a) (i) in the case of any
Auction Date immediately preceding a Rate Period of such series
consisting of 364 Rate Period Days or fewer, [_____]%, or (ii) in
the case of any Auction Date immediately preceding a Rate Period
of such series consisting of more than 364 Rate Period Days, a
percentage agreed upon by the Fund and the BD with respect to
such Rate Period, times (b) a fraction, the numerator of which is
the number of Rate Period Days in the Rate Period therefor
beginning on such Business Day and the denominator of which is
365 if such Rate Period consists of 7 Rate Period Days and 360
for all other Rate Periods, times (c) $[________] times (d) the
sum of (i) the aggregate number of shares of such series placed
by BD in such Auction that were (A) the subject of Submitted Bids
of Existing Holders submitted by BD and continued to be held as a
result of such submission and (B) the subject of Submitted Bids
of Potential Holders submitted by BD and purchased as a result of
such submission plus (ii) the aggregate number of shares of such
series subject to valid Hold Orders (determined in accordance
with paragraph (d) of Section 2 of the Auction Procedures)
submitted to the Auction Agent by BD plus (iii) the number of
shares of such series deemed to be subject to Hold Orders by
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Existing Holders pursuant to paragraph (c) of Section 2 of the
Auction Procedures that were acquired by BD for its own account
or were acquired by BD for its customers who are Beneficial
Owners.
For purposes of subclause (d)(iii) of the foregoing
paragraph, if any Existing Holder or Beneficial Owner who
acquired shares of any series of Preferred Shares through BD
transfers those shares to another Person other than pursuant to
an Auction, then the Broker-Dealer for the shares so transferred
shall continue to be BD; provided, however, that if the transfer
was effected by, or if the transferee is, a Broker-Dealer other
than BD, then such Broker-Dealer shall be the Broker-Dealer for
such shares.
2.9 Settlement.
(a) If any Existing Holder or Beneficial Owner with
respect to whom BD has submitted a Bid or Sell Order for shares
of any series of Preferred Shares that was accepted in whole or
in part fails to instruct its Agent Member to deliver the shares
subject to such Bid or Sell Order against payment therefor, BD,
if it knows the identity of such Agent Member, shall instruct
such Agent Member to deliver such shares against payment therefor
and, if such Agent Member fails to comply with such instructions,
BD may deliver to the Potential Holder or Potential Beneficial
Owner with respect to whom BD submitted a Bid for Preferred
Shares that was accepted in whole or in part a number of
Preferred Shares of such series that is less than the number of
shares of such series specified in such Bid to be purchased by
such Potential Holder or Potential Beneficial Owner.
(b) Neither the Auction Agent nor the Fund shall have
any responsibility or liability with respect to the failure of an
Existing Holder, Beneficial Owner, Potential Holder, Potential
Beneficial Owner or its respective Agent Member to deliver
Preferred Shares of any series or to pay for Preferred Shares of
any series sold or purchased pursuant to the Auction Procedures
or otherwise.
(c) Notwithstanding any provision of the Auction
Procedures or the Settlement Procedures to the contrary, in the
event BD is an Existing Holder with respect to shares of a series
of Preferred Shares and the Auction Procedures provide that BD
shall be deemed to have submitted a Sell Order in an Auction with
respect to such shares if BD fails to submit an Order in that
Auction with respect to such shares, BD shall have no liability
to any Person for failing to sell such shares pursuant to such a
deemed Sell Order if (i) such shares were transferred by the
Beneficial Owner thereof without notification of such transfer in
compliance with the Auction Procedures or (ii) BD has indicated
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to the Auction Agent pursuant to Section 2.2(e) of this Agreement
that, according to BD's records, BD is not the Existing Holder of
such shares.
(d) Notwithstanding any provision of the Auction
Procedures or the Settlement Procedures to the contrary, in the
event an Existing Holder or Beneficial Owner of shares of a
series of Preferred Shares with respect to whom a Broker-Dealer
submitted a Bid to the Auction Agent for such shares that was
accepted in whole or in part, or submitted or is deemed to have
submitted a Sell Order for such shares that was accepted in whole
or in part, fails to instruct its Agent Member to deliver such
shares against payment therefor, partial deliveries of shares of
Preferred Shares that have been made in respect of Potential
Holders' or Potential Beneficial Owners' Submitted Bids for
shares of such series that have been accepted in whole or in part
shall constitute good delivery to such Potential Holders and
Potential Beneficial Owners.
(e) Notwithstanding the foregoing terms of this
Section, any delivery or non-delivery of shares of any series of
Preferred Shares which represents any departure from the results
of an Auction for such series, as determined by the Auction
Agent, shall be of no effect for purposes of the registry of
Existing Holders maintained by the Auction Agent pursuant to the
Auction Agency Agreement unless and until the Auction Agent shall
have been notified of such delivery or non-delivery.
(f) The Auction Agent shall have no duty or liability
with respect to enforcement of this Section 2.9.
3. The Auction Agent.
3.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the
Fund hereunder and owes no duties, fiduciary or otherwise, to any
other Person, by reason of this Agreement.
(b) The Auction Agent undertakes to perform such duties
and only such duties as are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read
into this Agreement against the Auction Agent.
(c) In the absence of willful misconduct or gross
negligence on its part, the Auction Agent shall not be liable for
any action taken, suffered, or omitted or for any error of
judgment made by it in the performance of its duties under this
Agreement. The Auction Agent shall not be liable for any error
of judgment made in good faith unless the Auction Agent shall
have been grossly negligent in ascertaining the pertinent facts.
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(d) The Auction Agent shall not be responsible or
liable for any failure or delay in the performance of its
obligations under this agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God, earthquakes;
fires; floods; wars; civil or military disturbances; sabotage;
epidemics; riots; interruptions, loss or malfunctions of
utilities; computer (hardware or software) or communications
services; acts of civil or military authority or governmental
actions; it being understood that the Auction Agent shall use
reasonable efforts which are consistent with accepted practices
in the banking industry to resume performances as soon as
practicable under the circumstances.
3.2 Rights of the Auction Agent.
(a) The Auction Agent may conclusively rely and shall
be fully protected in acting or refraining from acting upon any
communication authorized hereby and upon any written instruction,
notice, request, direction, consent, report, certificate, share
certificate or other instrument, paper or document believed in
good faith by it to be genuine. The Auction Agent shall not be
liable for acting upon any telephone communication authorized by
this Agreement which the Auction Agent believes in good faith to
have been given by the Fund, by the Adviser or by a Broker-
Dealer. The Auction Agent may record telephone communications
with the Broker-Dealers.
(b) The Auction Agent may consult with counsel of its
choice and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon.
(c) The Auction Agent shall not be required to advance,
expend or risk its own funds or otherwise incur or become exposed
to financial liability in the performance of its duties
hereunder.
(d) In no event shall the Auction Agent be responsible
or liable for special, indirect or consequential loss or damage
of any kind whatsoever (including, but not limited to, loss of
profit), even if the Auction Agent has been advised of the
likelihood of such loss or damage and regardless of the form of
action.
3.3 Auction Agent's Disclaimer.
The Auction Agent makes no representation as to the
validity or adequacy of this Agreement, the Auction Agency
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Agreement or any series of Preferred Shares or documents related
thereto.
4. Miscellaneous.
4.1 Termination.
Either party may terminate this Agreement at any time on
five days' notice to the other party, provided that neither BD
nor the Auction Agent may terminate this Agreement unless at
least one Broker-Dealer Agreement would be in effect for each
series of Preferred Shares of the Fund after such termination.
This Agreement shall automatically terminate upon the termination
of the Auction Agency Agreement.
4.2 Participant in Securities Depository;
Payment of Dividends in Same-Day Funds.
(a) BD is, and shall remain for the term of this
Agreement, a member of, or participant in, the Securities
Depository (or an affiliate of such a member or participant).
(b) BD represents that it (or if such BD does not act
as Agent Member, one of its affiliates) shall make all dividend
payments on the Preferred Shares available in same-day funds on
each Dividend Payment Date to customers that use such BD or
affiliate as Agent Member.
4.3 Communications.
Except for (i) communications authorized to be by
telephone by this Agreement or the Auction Procedures and (ii)
communications in connection with Auctions (other than those
expressly required to be in writing), all notices, requests and
other communications to any party hereunder shall be in writing
(including telecopy or similar writing) and shall be given to
such party, addressed to it, at its address or telecopy number
set forth below:
If to BD, addressed: [Name and Address]
Telephone No. [____________]
Telecopy No.: [____________]
Attention: [____________]
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If to the Auction
Agent addressed: The Bank of New York
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Dealing and Trading
Group: Auction Desk
Telecopier No.:
▇▇▇-▇▇▇-▇▇▇▇/8238/8239
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
or such other address or telecopy number as such party may
hereafter specify in writing for such purpose by notice to the
other parties. Each such notice, request or communication shall
be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer and
on behalf of the Auction Agent by an Authorized Officer. BD may
record telephone communications with the Auction Agent.
4.4 Entire Agreement.
This Agreement contains the entire agreement among the
parties hereto relating to the subject matter hereof, and there
are no other representations, endorsements, promises, agreements
or understandings, oral, written or implied, among the parties
hereto relating to the subject matter hereof.
4.5 Benefits.
Nothing in this Agreement, express or implied, shall
give to any person, other than the Fund, the Auction Agent, BD
and their respective successors and assigns, any benefit of any
legal or equitable right, remedy or claim hereunder.
4.6 Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to
be modified, amended, rescinded, cancelled or waived, in whole or
in part, except by a written instrument signed by a duly
authorized representative of the party to be charged.
(b) Failure of any party hereto to exercise any right
or remedy hereunder in the event of a breach hereof by any other
party shall not constitute a waiver of any such right or remedy
with respect to any subsequent breach.
4.7 Successors and Assigns.
This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the respective successors and
assigns of each of the Auction Agent and BD. This Agreement may
14
not be assigned by either party hereto absent the prior written
consent of the other party; provided, however, that this
Agreement may be assigned by the Auction Agent to a successor
Auction Agent selected by the Fund without the consent of BD.
4.8 Severability.
If any clause, provision or section hereof shall be
ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause,
provision or section shall not affect any of the remaining
clauses, provisions or sections hereof.
4.9 Execution in Counterparts.
This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall
constitute but one and the same instrument.
4.9 Governing Law.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. The parties
agree that all actions and proceedings arising out of this Broker
Dealer Agreement or any of the transactions contemplated hereby
shall be brought in the County of New York and, in connection
with any such action or proceeding, submit to the jurisdiction
of, and venue in, such County. Each of the parties hereto also
irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim arising out of this Agreement or the
transactions contemplated hereby.
15
IN WITNESS WHEREOF, the parties hereto have caused this
Broker-Dealer Agreement to be duly executed and delivered by
their proper and duly Authorized Officers as of the date first
above written.
The Bank of New York
By______________________________
Name:
Title:
[Name of Broker Dealer]
By______________________________
Name:
Title:
16
EXHIBIT B
ALLIANCE NATIONAL MUNICIPAL SECURITIES INCOME FUND, INC.
$_____ National Municipal Income Preferred Shares, Series M
$_____ National Municipal Income Preferred Shares, Series T
$_____ National Municipal Income Preferred Shares, Series W
$_____ National Municipal Income Preferred Shares, Series TH
AUCTION DATE:____________
ISSUE:__________ SERIES:_____________
The undersigned Broker-Dealer submits the following
Orders on behalf of the Bidder(S) listed below:
THE UNDERSIGNED BROKER-DEALER SUBMITS THE FOLLOWING ORDERS ON
BEHALF OF THE BIDDER(S) LISTED BELOW:
ORDERS BY EXISTING HOLDERS - NUMBER OF SHARES OF PREFERRED SHARES
EXISTING HOLDER HOLD BID/RATE SELL
1.___________________ ____ ________/________ _____
2.___________________ ____ ________/________ _____
3.___________________ ____ ________/________ _____
4.___________________ ____ ________/________ _____
5.___________________ ____ ________/________ _____
6.___________________ ____ ________/________ _____
7.___________________ ____ ________/________ _____
8.___________________ ____ ________/________ _____
9.___________________ ____ ________/________ _____
10.___________________ ____ ________/________ _____
ORDERS BY POTENTIAL HOLDERS - NUMBER OF SHARES OF PREFERRED
SHARES
POTENTIAL HOLDER BID/RATE
1.__________________ ________/________
2.__________________ ________/________
3.__________________ ________/________
4.__________________ ________/________
5.__________________ ________/________
6.__________________ ________/________
7.__________________ ________/________
8.__________________ ________/________
9.__________________ ________/________
10.__________________ ________/________
11.__________________ ________/________
12.__________________ ________/________
17
13.__________________ ________/________
14.__________________ ________/________
15.__________________ ________/________
(1) If one or more Orders covering in the aggregate more
than the number of outstanding shares of the above series of
Preferred Shares held by any Existing Holder are submitted, such
Orders shall be considered valid in the order of priority set
forth in the Auction Procedures.
(2) A Hold Order may be placed only by an Existing Holder
covering a number of shares of the above series of Preferred
Shares not greater than the number of shares of such series
currently held by such Existing Holder.
(3) Potential holders may make Bids only, each of which must
specify a rate. If more than one Bid is submitted on behalf of
any Potential Holder, each Bid submitted shall be a separate Bid
with the rate specified.
(4) Bids may contain no more than three figures to the right
of the decimal point (.001 of 1%).
Name of Broker-Dealer:_________________
Authorized Signature:__________________
Total Number of Orders On This Bid
Form:____
Submit to:
18
EXHIBIT C
(To be used only for transfers made to a Broker-Dealer
other than pursuant to an Auction)
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
NATIONAL MUNICIPAL INCOME PREFERRED SHARES,
SERIES [M] [T] [W] [TH] ("Preferred Shares")
TRANSFER FORM
We are the Broker-Dealer to whom the Existing Holder named below
transferred shares of the above series of Preferred Shares other
than pursuant to an Auction. We hereby notify you that such
Existing Holder or Beneficial Owner has transferred ____ shares
of the above series of Preferred Shares to us.
_________________________
(Name of Existing Holder or
Beneficial Owner)
_________________________
(Name of Broker-Dealer)
By:______________________
Printed Name:
Title:
19
EXHIBIT D
(To be used only for failures to
deliver Preferred
Shares sold pursuant to an Auction)
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
NATIONAL MUNICIPAL INCOME PREFERRED SHARES,
SERIES [M] [T] [W] [TH]
("Preferred Shares")
NOTICE OF A FAILURE TO DELIVER
Complete either I or II
I. We are a Broker-Dealer for _______________ (the
"Purchaser"), which purchased ___ shares of the above series
of Preferred Shares in the Auction held on __________ from
the seller of such shares.
II. We are a Broker-Dealer for __________ (the "Seller"), which
sold ___ shares of the above series of Preferred Shares in
the Auction held on __________ to the purchaser of such
shares.
We hereby notify you that (check one):
___ the Seller failed to deliver such shares of Preferred Shares
to the Purchaser
___ the Purchaser failed to make payment to the Seller upon
delivery of such shares of Preferred Shares
Name:_____________________
(Name of Broker-Dealer)
By:_______________________
Printed Name:
Title:
20
00250209.AX7