ADVISORY AGREEMENT
ACM GOVERNMENT INCOME FUND, INC.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
April 21, 1988
As Amended
December 30, 1988
Alliance Capital Management L.P.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
We, the undersigned ACM Government Income Fund, Inc. herewith
confirm our agreement with you as follows:
1. We are a closed-end, non-diversified management investment
company registered under the Investment Company Act of 1940 (the
"Act"). We are engaged 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 Securities Act of
1933 and the Act, 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. (a) 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.
(b) 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 and 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 we 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, sale or other transactions.
(c) 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 issuers whose securities are included in our
portfolio, the industries in which they engage, or the conditions
prevailing in 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 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 of 1986 in respect of
regulated investment companies.
(d) 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 us persons satisfactory
to our Board of Directors to serve as our offices. 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 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.
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) brokerage and
commission expenses; (c) Federal, state, local and foreign taxes,
including issue and transfer taxes incurred by or levied on us;
(d) interest charges on borrowings; (e) our organizational and
offering expenses, whether or not advanced by you; (f) the cost
of personnel providing services to us, as provided in
subparagraph (d) of paragraph 2 above; (g) fees and expenses of
registering our shares under the appropriate Federal securities
laws and of qualifying our shares under applicable state
securities laws; (h) fees and expenses of listing and maintaining
the listing of our shares on any national securities exchange;
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(i) expenses of printing and distributing reports to
shareholders; (j) costs of proxy solicitation; (k) charges and
expenses of our administrator, custodian and registrar, transfer
and dividend disbursing agent; (l) compensation of our officers,
Directors and employees who do not devote any part of their time
to your affairs or the affairs of your affiliates other than us;
(m) legal and auditing expenses; (n) the cost of stock
certificates representing shares of our stock; and (o) costs of
stationery and supplies.
4. We shall expect of you, and you will give us the benefit
or, 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
monthly fee in an amount equal to the sum of (x) 1/12th of .30%
of our average weekly net assets up to $250 million during the
month plus 1/12th of .25% of our average weekly net assets in
excess of $250 million during the month and (y) 5.25% of our
daily gross income (i.e. income other than gain from the sale of
securities or gain received from options and futures contracts
less interest on money borrowed by us) accrued by us during the
month but such monthly management fee shall not exceed in the
aggregate 1/12th of 1% of the Fund's average weekly net assets
during the month (approximately 1% on an annual basis). For
purposes of the calculation of such fee, average weekly net
assets shall be determined on the basis of our average net assets
for each weekly period (ending on Friday) ending during the
month. The net assets for each weekly period are determined by
averaging the net assets on the Friday of such weekly period with
the net assets on the Friday of the immediately preceding weekly
period. When a Friday is not a business day for us, then the
calculation will be based on our net assets on the business day
immediately preceding such Friday. Such fee shall be payable in
arrears on the last day of each calendar month for services
performed hereunder during such month. If this agreement becomes
effective after the beginning of a month or this agreement
terminates prior to the end of a month, such fee shall be
prorated according to the proportion which such portion of the
month bears to the full month.
6. This agreement shall become effective on the date hereof
and shall remain in effect until the first meeting of our
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shareholders held after such date and, if approved by the vote of
a majority of the outstanding voting securities, as defined in
the Act, at such meeting, shall continue in effect until December
31, 1988 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 Board of Directors who are not interested
persons, as defined in the Act, of any party to this agreement
(other than as Directors of our Corporation) provided further,
however, that if the continuation of this agreement is not
approved, you may continue to render the services described
herein in the manner and to the extent permitted by the Act and
the rules and regulations thereunder. Upon the effectiveness of
this agreement, it shall supersede all previous agreements
between us covering the subject matter hereof. 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 hereto 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, or
any of the officers or directors of Alliance Capital Management
Corporation, your general partner, 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
trust, 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.
9. If you cease to act as our investment adviser, or, in
any event, if you so request in writing, we agree to take all
necessary action to change our name to a name not including the
term "ACM". You may from time to time make available without
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charge to us for our use such marks or symbols owned by you,
including marks or symbols containing the term "ACM" or any
variation thereof, as you may consider appropriate. Any such
marks or symbols so made available will remain your property and
you shall have the right, upon notice in writing, to require us
to cease the use of such ▇▇▇▇ or symbol at any time.
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,
ACM GOVERNMENT INCOME FUND, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
Accepted: April 21, 1998
Amended: December 30, 1988
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION,
GENERAL PARTNER
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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00250065.AK8
