ADMINISTRATION AGREEMENT
Agreement made as of August 28, 1987, between ACM Government
Income Fund, Inc., a Maryland corporation ("Fund"), and
PaineWebber Incorporated, a Delaware corporation ("PaineWebber").
WHEREAS, the Fund intends to operate as a closed-end
management investment company, and is so registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund wishes to retain PaineWebber to provide
certain administrative services to the Fund, under the terms and
conditions stated below, and PaineWebber is willing to provide
such services for the compensation set forth below;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties agree as follows:
1. Appointment. The Fund hereby appoints PaineWebber
as administrator of the Fund, and PaineWebber accepts such
appointment and agrees that it will furnish the services
set forth in paragraph 2 below.
2. Services and Duties of PaineWebber. PaineWebber will assist
in administering the Fund's affairs, subject to the supervision
of the Fund's board of directors ("Board") and further subject to
the following understandings:
(a) PaineWebber will prepare all quarterly, semi-annual and
annual reports required to be sent to Fund shareholders,
and arrange for the printing and dissemination of such
reports to shareholders.
(b) PaineWebber will assemble all reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form
N-SAR, or such other form as the SEC may substitute for
Form N-SAR, and file such completed form with the SEC.
(c) PaineWebber will review the provision of services by the
Fund's independent accountants, including but not limited
to the preparation by such accountants of audited financial
statements of the Fund and the Fund's federal, state and
local tax returns; and make such reports and
recommendations to the Board concerning the performance of
the independent accountants as the Board reasonably
requests or PaineWebber deems appropriate.
(d) PaineWebber will file with the appropriate authorities all
required federal, state and local tax returns.
(e) PaineWebber will not prepare but will arrange for the
dissemination to shareholders of the Fund's proxy
materials, and will oversee the tabulation of proxies by
the Fund's transfer agent.
(f) PaineWebber will negotiate the terms and conditions under
which custodian services will be provided to the Fund and
the fees to be paid by the Fund in connection therewith.
(g) PaineWebber will recommend an accounting agent (which may
or may not be the same party as the Fund's custodian or an
affiliate of the Fund's custodian) to the Board, which
agent would be responsible for computing the Fund's net
asset value in accordance with the Fund's registration
statement under the 1940 Act and Securities Act of 1933, as
amended; negotiate the terms and conditions under which
such accounting agent would compute the Fund's net asset
value, and the fees to be paid by the Fund in connection
therewith; review the provision of such accounting services
to the Fund; and make such reports and recommendations to
the Board concerning the provision of such services as the
Board reasonably requests or PaineWebber deems appropriate.
(h) PaineWebber will negotiate the terms and conditions under
which transfer agency and dividend disbursing services will
be provided to the Fund, and the fees to be paid by the
Fund in connection therewith; review the provision of
transfer agency and dividend disbursing services to the
Fund; and make such reports and recommendations to the
Board concerning the performance of the Fund's transfer and
dividend disbursing agent as the Board reasonably requests
or PaineWebber deems appropriate;
(i) PaineWebber will establish the accounting policies of the
Fund; reconcile accounting issues which may arise with
respect to the Fund's operations; and consult with the
Fund's independent accountants, legal counsel, custodian,
accounting agent and transfer and dividend disbursing agent
as necessary in connection therewith.
(j) PaineWebber will determine the amount of all dividends and
distributions to be paid by the Fund to its shareholders;
prepare and arrange for the printing of dividend notices to
shareholders; and provide the Fund's transfer and dividend
disbursing agent and custodian with such information as is
required for such parties to effect the payment of
dividends and distributions and to implement the Fund's
dividend reinvestment plan.
(k) PaineWebber will not be responsible for replying to
questions or requests for information concerning the Fund
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from shareholders, brokers or the public. The Fund will
inform PaineWebber of the party or parties to whom any such
questions or requests should be directed, and PaineWebber
will refer such questions and requests to such party or
parties.
(l) PaineWebber will review the Fund's bills and authorize
payments of such bills by the Fund's custodian.
(m) If requested by the Board, PaineWebber will designate an
employee of PaineWebber to serve as treasurer of the Fund,
and such person shall not be compensated by the Fund for so
serving.
3. Compliance with the Fund's Governing Documents and Applicable
Law. In all matters relating to the performance of this
Agreement, PaineWebber will act in conformity with the Articles
of Incorporation, By-Laws and registration statement of the Fund
and with the directions of the Board and will conform to and
comply with the requirements of the 1940 Act and all other
applicable federal or state laws and regulations.
4. Services Not Exclusive. PaineWebber's services hereunder are
not deemed to be exclusive, and PaineWebber is free to render
administrative or other services to other funds or clients so
long as PaineWebber's services under this Agreement are not
impaired thereby.
5. Expenses. During the term of this Agreement, PaineWebber will
pay all expenses incurred by it in connection with its services
under this Agreement.
6. Compensation. For the services provided and expenses assumed
by PaineWebber under this Agreement, the Fund will pay
PaineWebber a fee, calculated and paid monthly, at the annual
rate of .20% of the Fund's average weekly net assets up to $100
million, and at the annual rate of .18% of the Fund's average
weekly net assets exceeding $100 million.
7. Limitation of Liability. PaineWebber will not be liable for
any error of judgment or mistake of law or for any loss suffered
by the Fund or its shareholders in connection with the
performance of its duties under this Agreement, except a loss
resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless
disregard by it of its duties under this Agreement.
8. Duration and Termination. This Agreement will become
effective upon the date hereabove written and shall continue in
effect thereafter until terminated by PaineWebber or the Fund
upon 30 days' written notice to the other.
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9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver,discharge or termination is
sought.
10. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
shall be governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.
ACM GOVERNMENT INCOME FUND, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
PAINEWEBBER INCORPORATED
BY: /s/ Xxxxx X. Xxxxxxx
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00250065.AK6
