[GSC LOGO]
FORM OF INFORMATION AGENT AGREEMENT
This document will constitute the agreement between ACM
INCOME FUND, INC. (referred to herein as "ACG" or the "FUND"),
with its principal executive offices at 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000 and XXXXXXXXX SHAREHOLDER
COMMUNICATIONS, INC. ("GSC"), with its principal executive
offices at Xxxx Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, relating to a
Rights Offering (the "OFFER") of the FUND.
The services to be provided by GSC will be as follows:
(1) INDIVIDUAL HOLDERS OF RECORD AND BENEFICIAL OWNERS
Target Group. GSC estimates that it may call between
[ ] to [ ] of the approximately [ ]
outstanding beneficial and registered shareholders of
the FUND. The estimate number is subject to adjustment
and GSC may actually call more or less shareholders
depending on the response to the OFFER or at ACG's
direction.
Telephone Number Lookups. GSC will obtain the needed
telephone numbers from various types of telephone
directories.
Initial Telephone Calls to Provide Information. GSC
will begin telephone calls to the target group as soon
as practicable after being instructed by ACG. Most
calls will be made during 10:00 A.M. to 9:00 P.M. on
business days and only during 10:00 A.M. to 5:00 P.M. on
Saturdays. No calls will be received by any shareholder
after 9:00 P.M. on any day, in any time zone, unless
specifically requested by the shareholder. GSC will
maintain "800" lines for shareholders to call with
questions about the OFFER. The "800" lines will be
staffed Monday through Friday between 9:00 A.M. and
9:00 P.M. GSC will provide ACG with a weekly report
reflecting the number of calls received by GSC
reflecting the names and phone number, if available.
Re-mails. GSC will coordinate re-mails of offering
materials to the shareholders who advise us that they
have discarded or misplaced the originally mailed
materials. Use of overnight courier services must
receive prior approval by ACG.
Reminder/Extension Mailing. GSC will help to coordinate
any targeted or broad-based reminder mailing at the
request of ACG. GSC will mail only materials supplied
by ACG or approved by ACG in writing.
Subscription Reports. GSC will provide ACG and/or the
dealer manager with subscription indications beginning
not less than 7 business days prior to expiration of the
OFFER. These reports are based solely on verbal
indications received from the reorganization departments
of each participating broker dealer.
(2) BANK/BROKER SERVICING
GSC will contact all banks, dealers and other nominee
shareholders ("sponsors") holding stock as shown on
appropriate portions of the shareholder lists to
ascertain quantities of offering materials needed for
forwarding to beneficial owners.
GSC will deliver offering materials by messenger to New
York City based intermediaries and by Federal Express or
other means to non-New York City based intermediaries.
GSC will also follow-up by telephone with each
intermediary to insure receipt of the offering materials
and to confirm timely re-mailing of materials to the
beneficial owners.
GSC will maintain frequent contact with intermediaries
to monitor shareholder response and to insure that all
liaison procedures are proceeding satisfactorily. In
addition, GSC will contact beneficial holders directly,
if possible, and do whatever may be appropriate or
necessary to provide information regarding the OFFER to
this group.
GSC will, as frequently as practicable, report to ACG
with responses from intermediaries.
(3) PROJECT FEE
In consideration for acting as Information Agent GSC
will receive a project fee of approximately $10,000,
plus reimbursement for its out-of-pocket expenses up to
$28,500.
(4) ESTIMATED EXPENSES
GSC will be reimbursed by ACG for its reasonable
out-of-pocket expenses up to $28,500 incurred provided
that GSC submits to ACG an expense report, itemizing
such expenses and providing copies of all supporting
bills in respect of such expenses. If the actual
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expenses incurred are less than the portion of the
estimated high range expenses paid in advance by ACG,
ACG will receive from GSC a check payable in the amount
of the difference at the time that GSC sends its final
invoice for the second half of the project fee.
GSC's expenses are estimated as set forth below and the
estimates are based largely on data provided to GSC by
ACG. In the course of the OFFER the expenses and
expense categories may change due to changes in the
OFFER schedule or due to events beyond GSC's control,
such as delays in receiving offering material and
related items. In the event of a change of [ ]% or
more from the total expenses estimated or new expenses
not originally contemplated, GSC will notify ACG by
phone and/or by letter for prior approval of such
expenses.
ESTIMATED EXPENSES Low Range High Range
------------------ --------- ----------
Data Handling and Preparation
Telephone # Lookup - Account
Consolidation
Computer Match and Information
Operators (blended rate)
[ ] @ $.[ ].....................$[ ] $[ ]
Inbound/Outbound Information
Campaign
Outbound Telephone Calls
[ ] to [ ] @ $[ ]
(registered & NOBO holders)........... [ ] [ ]
[ ] to [ ] @ $[ ]
(Reorganization Calls)................ [ ] [ ]
Inbound "800" Telephone Calls
(Shareholders, Banks, Brokers
and Financial Advisors)
[ ] to [ ] @ $[ ]................ [ ] [ ]
Mailing & Distribution
Bank/Broker Distribution (freight,
messenger and FedEx).................. [ ] [ ]
Miscellaneous expenses - Fax, FedEx,
postage, search and related items.... [ ] [ ]
------ ------
TOTAL ESTIMATED EXPENSES................$[ ] $[ ]
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(5) PERFORMANCE
GSC will use its best efforts to achieve the goals of
ACG but GSC is not guaranteeing a minimum success rate.
GSC's Project Fee as outlined in Section 3 or Expenses
as outlined in Section 4 are not contingent on success
or failure of the OFFER.
GSC's strategies revolve around a telephone information
campaign. The purpose of the telephone information
campaign is to raise the overall awareness amongst
shareholders of the OFFER and help shareholders better
understand the transaction. This in turn may result in
a higher overall response.
(6) COMPLIANCE
GSC agrees that all activities by GSC and by others on
behalf of GSC pursuant to this Agreement shall be
conducted in compliance with all applicable (i) federal
and state laws and regulations, including, but not
limited to all federal and state securities laws and
regulations, and (ii) requirements of the National
Association of Securities Dealers, Inc. and the New York
Stock Exchange.
ACG agrees that all activities by ACG and by others
(other than by, or on behalf of GSC) on behalf of ACG
pursuant to this Agreement shall be conducted in
compliance with all applicable (i) federal and state
laws and regulations, including, but not limited to all
federal and state securities laws and regulations, and
(ii) requirements of the National Association of
Securities Dealers, Inc.
In rendering the services contemplated by this
Agreement, GSC agrees not to make any representations,
oral or written that are not contained in the FUND's
current Prospectus for the OFFER, unless previously
authorized to do so in writing by ACG.
(7) PAYMENT
Payment for one half the project fee ($5,000) and one
half the estimated high range expenses ($[ . ])
for a total of $[ . ] will be made at the
signing of this contract. The balance, if any, will be
paid by ACG due [thirty] days after GSC sends its final
invoice.
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(8) DISSEMINATION OF INFORMATION
In rendering the services contemplated by this
Agreement, GSC agrees that neither GSC, nor any person
or entity acting on behalf of GSC shall (i) mail or
otherwise distribute any written materials unless such
materials have been provided by ACG to GSC for
distribution, or such distribution has been approved by
ACG in advance in writing, (ii) make any oral
representations or other statements to any person or
entity relating in anyway to the FUND or the OFFER other
than as set forth in (A) written materials provided by
ACG to GSC for use by GSC in oral communications
pursuant to this Agreement or (B) the then current
prospectus for the OFFER. In connection with
representations or other statements based on information
set forth in such prospectus, GSC shall take appropriate
steps to ensure that information is presented in a
manner that is fair, balanced and not misleading.
(9) TRAINING
GSC shall at its own expense provide training to all
persons who are to be involved in communications with
shareholders or intermediaries so as to ensure that all
such persons review carefully and understand the OFFER
and the prospectus for the FUND so as to be in a
position to effectively communicate with shareholders
and the intermediaries. Training materials will be
based solely on the information provided in the
prospectus or supplemented by ACG.
(10) MISCELLANEOUS
GSC will hold in confidence and will not use nor
disclose to third parties information we receive from
ACG, or information developed by GSC based upon such
information we receive, except for information which was
public at the time of disclosure or becomes part of the
public domain without disclosure by GSC or information
which we learn from a third party which does not have an
obligation of confidentiality to ACG or the FUND.
In the event the project is cancelled for an indefinite
period of time after the signing of this Agreement and
before the expiration of the OFFER, GSC will be
reimbursed by ACG for any expenses incurred and a pro
rata portion of the project fee as calculated based upon
the number of days lapsed from the signing of this
Agreement through the original expiration date.
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ACG agrees to indemnify, hold harmless, reimburse and
defend GSC, and its officers, agents and employees,
against all claims or threatened claims, costs,
expenses, liabilities, obligations, losses or damages
(including reasonable legal fees and expenses) of any
nature, incurred by or imposed upon GSC, or any of its
officers, agents or employees, which results, arises out
of or is based upon services rendered to ACG in
accordance with the provisions of this AGREEMENT,
provided that such services are rendered to ACG without
any negligence, willful misconduct, bad faith or
reckless disregard on the part of GSC, or its officers,
agents and employees. GSC agrees to advise the FUND of
any claim or liability promptly after receipt of any
notice thereof. The FUND shall not be liable for any
settlement without its written consent.
This agreement will be governed by and construed in
accordance with the laws of the State of New York. This
AGREEMENT sets forth the entire AGREEMENT between GSC and ACG
with respect to the agreement herein and cannot be modified
except in writing by both parties.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
this [___] day of November 2001.
ACM INCOME FUND, INC. XXXXXXXXX SHAREHOLDER
COMMUNICATIONS, INC.
By ________________________ By _______________________
[ ]
Vice President
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ACG agrees to indemnify, hold harmless, reimburse and
defend GSC, and its officers, agents and employees,
against all claims or threatened claims, costs,
expenses, liabilities, obligations, losses or damages
(including reasonable legal fees and expenses) of any
nature, incurred by or imposed upon GSC, or any of its
officers, agents or employees, which results, arises out
of or is based upon services rendered to ACG in
accordance with the provisions of this AGREEMENT,
provided that such services are rendered to ACG without
any negligence, willful misconduct, bad faith or
reckless disregard on the part of GSC, or its officers,
agents and employees. GSC agrees to advise the FUND of
any claim or liability promptly after receipt of any
notice thereof. The FUND shall not be liable for any
settlement without its written consent.
This agreement will be governed by and construed in
accordance with the laws of the State of New York. This
AGREEMENT sets forth the entire AGREEMENT between GSC and ACG
with respect to the agreement herein and cannot be modified
except in writing by both parties.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT
this [___] day of November 2001.
ACM INCOME FUND, INC. XXXXXXXXX SHAREHOLDER
COMMUNICATIONS, INC.
By ________________________ By _______________________
[ ]
Vice President
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00250262.AB1
