Exhibit (d)(2)(g)
XXXXXXX X. XXXXXXXXX FUND, INC.
SHAREHOLDER SERVICING AND ADMINISTRATIVE AGREEMENT
SHAREHOLDER SERVICING AND ADMINISTRATIVE AGREEMENT, dated as of October 2, 2000,
between XXXXXXX X. XXXXXXXXX FUND, INC., a Maryland Corporation (the "Fund"), on
behalf of the Xxxxxxxxx Government Short Duration Portfolio, the Xxxxxxxxx Short
Duration Plus Portfolio, the Xxxxxxxxx Intermediate Duration Portfolio, the
Xxxxxxxxx Diversified Municipal Portfolio, the Xxxxxxxxx California Municipal
Portfolio, the Xxxxxxxxx New York Municipal Portfolio, the Xxxxxxxxx Short
Duration Diversified Municipal Portfolio, the Xxxxxxxxx Short Duration
California Municipal Portfolio, the Xxxxxxxxx Short Duration New York Municipal
Portfolio, the Xxxxxxxxx Tax-Managed International Value Portfolio, the
Xxxxxxxxx International Value Portfolio II, and the Xxxxxxxxx Emerging Markets
Value Portfolio (the "Portfolios"), and ALLIANCE CAPITAL MANAGEMENT L.P., a
Delaware limited partnership ("Alliance").
In consideration of the mutual agreements herein made, the parties hereto agree
as follows:
1. Duties of Alliance.
a. Shareholder Servicing.
Alliance shall provide shareholder servicing to the Fund, the Portfolios, or
their shareholders, including, but not limited to: (i) proxy solicitations and
providing information to shareholders concerning their mutual fund investments,
systematic withdrawal plans, dividend payments and reinvestments, shareholder
account or transaction status, net asset value of shares, Portfolio performance,
Fund services, plans and options, investment policies, Portfolio holdings and
distributions and the taxation thereof; and (ii) dealing with shareholder
complaints and correspondence directed to or brought to the attention of
Alliance. Alliance may enter into agreements with other organizations whereby
some or all of Alliance's duties in this regard may be delegated, and such
organizations will be compensated therefor by Alliance.
b. Administration.
Alliance shall also manage the corporate affairs of the Fund and the Portfolios
including, but not limited to (i) providing office space, clerical, secretarial,
and administrative services (exclusive of, and in addition to, any such service
provided by any others retained by the Fund on behalf of the Portfolios) and
executive and other personnel necessary for the operations of the Fund and of
the Portfolios, (ii) supervising those responsible for the financial and
accounting records required to be maintained by the Fund and (iii) overseeing
the performance of services provided to the Fund on behalf of the Portfolios by
others, including the Custodian and Transfer Agent. Alliance's performance of
its duties under this Agreement shall be subject in each case to oversight by
the Board of Directors of the Fund (the "Board") and in accordance with the
objectives and policies set forth in the Registration Statement and the current
Prospectus and Statement of Additional Information relating to the Fund or the
Portfolios, as amended from time to time, the requirements of the Investment
Company Act of 1940, as amended (the "Act") and other applicable law.
2. Limitation of Liability. Subject to Section 36 of the Act, Alliance, and the
directors, officers and employees of Alliance, shall not be liable to the Fund
or the Portfolios for any error of judgment or mistake of law or for any loss
arising out of the performance or non-performance of duties under this
Agreement, except for willful misfeasance, bad faith or gross negligence in the
performance of, or by reason of reckless disregard of, obligations and duties
under this Agreement.
3. Indemnification. The Fund, on behalf of the Portfolios, shall indemnify and
hold harmless Alliance, and the directors, officers, and employees of Alliance,
against any loss, liability, claim, damage or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, claim, damage or
expenses and reasonable counsel fees incurred in connection therewith) arising
out of the performance or non-performance of any duties under this Agreement,
provided, however, that nothing herein shall be deemed to protect Alliance or
any director, officer or employee thereof against any liability to the Fund or
its stockholders, to which Alliance or any director, officer or employee thereof
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement.
4. Expenses. Alliance shall pay all of its expenses arising from the performance
of its obligations under Section 1 of this Agreement and shall pay any salaries,
fees and expenses of the Directors who are employees of Alliance. Alliance shall
not be required to pay any other expenses of the Fund or the Portfolios,
including (a) the fees payable to Alliance under this Agreement and the
Investment Management Agreement; (b) the fees and expenses of Directors who are
not affiliated with Alliance; (c) the fees and expenses of the Custodian and
Transfer Agent, including but not limited to fees and expenses relating to Fund
accounting, pricing of the shares of the Portfolios and computation of net asset
value; (d) the fees and expenses of calculating yield and/or performance of the
Portfolios; (e) the charges and expenses of legal counsel and independent
accountants; (f) all taxes and corporate fees payable to governmental agencies;
(g) the fees of any trade association of which the Fund is a member; (h)
reimbursement of the Portfolios' share of the organization expenses of the
Portfolios or the Fund; (i) the fees and expenses involved in registering and
maintaining registration of the Fund and the Portfolios' shares with the
Securities and Exchange Commission, registering the Fund as a broker or dealer
and qualifying the shares of the Portfolios under state securities laws,
including the preparation and printing of the registration statements and
prospectuses for such purposes, allocable communications expenses with respect
to investor services, all expenses of shareholders' and Board of Directors'
meetings and preparing, printing and mailing proxies, prospectuses and reports
to shareholders; (j) brokers' commissions, dealers' xxxx-ups and any issue or
transfer taxes chargeable in connection with the Portfolios' transactions; (k)
the cost of stock certificates representing shares of the Portfolios; (l)
insurance expenses, including, but not limited to, the cost of a fidelity bond,
directors and officers insurance and errors and omissions insurance; and (m)
litigation and indemnification expenses, expenses incurred in connection with
mergers, and other extraordinary expenses not incurred in the ordinary course of
the Portfolios' business.
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5. Compensation.
(a) As compensation for the services performed and the facilities and
personnel provided by Alliance pursuant to Section 1 of this Agreement, the
Fund, on behalf of the Xxxxxxxxx Government Short Duration Portfolio, the
Xxxxxxxxx Short Duration Plus Portfolio, the Xxxxxxxxx Intermediate Duration
Portfolio, the Xxxxxxxxx Diversified Municipal Portfolio, the Xxxxxxxxx
California Municipal Portfolio, the Xxxxxxxxx New York Municipal Portfolio, the
Xxxxxxxxx Short Duration Diversified Municipal Portfolio, the Xxxxxxxxx Short
Duration California Municipal Portfolio, and the Xxxxxxxxx Short Duration New
York Municipal Portfolio, will pay to Alliance, promptly after the end of each
month, a fee assessed at an annual rate of 0.10 of 1% of the average daily net
assets of each Portfolio during the month. If Alliance shall serve hereunder for
less than the whole of any month, the fee hereunder shall be prorated. Nothing
herein shall prohibit the Directors from approving the payment by the Fund, or
any of the Portfolios, of additional compensation to others for consulting
services, supplemental research and security and economic analysis.
(b) As compensation for the services performed and the facilities and
personnel provided by Alliance pursuant to Section 1 of this Agreement, the
Fund, on behalf of The Xxxxxxxxx Emerging Markets Value Portfolio, the Xxxxxxxxx
International Value Portfolio II, and the Xxxxxxxxx Tax-Managed International
Value Portfolio, will pay to Alliance, promptly after the end of each month, a
fee assessed at an annual rate of 0.25 of 1% of the average daily net assets of
each Portfolio during the month. If Alliance shall serve hereunder for less than
the whole of any month, the fee hereunder shall be prorated. Nothing herein
shall prohibit the Directors from approving the payment by the Fund, or the
Portfolios, of additional compensation to others for consulting services,
supplemental research and security and economic analysis.
6. Term of Agreement. This Agreement shall continue in effect with respect to
any Portfolio for a period of more than two years from the date hereof only so
long as such continuance is specifically approved at least annually in
conformity with the requirements of the Act with regard to investment advisory
contracts; provided, however, that this Agreement may be terminated at any time
without the payment of any penalty, on behalf of any or all of the Portfolios,
by the Fund, by the Board or, with respect to any Portfolio, by vote of a
majority of the outstanding voting securities (as defined in the Act) of that
Portfolio, or by Alliance, on not more than 60 days' nor less than 30 days'
written notice to the other party. This Agreement shall terminate automatically
in the event of its assignment (as defined in the Act).
7. Miscellaneous. This Agreement may be amended by mutual written consent. This
Agreement contains the entire agreement between the parties hereto and
supersedes all prior agreements, understandings and arrangements with respect to
the subject matter hereof. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, either of the parties to do anything in violation of
any applicable laws or regulations. Alliance may perform the same services for
other persons or entities, including other investment companies.
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IN WITNESS WHEREOF, the Fund, on behalf of the Portfolios, and Alliance have
caused this Agreement to be executed by their duly authorized officers as of the
date first above written.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
s/Xxxx X. Xxxxxx, Assistant Secretary
XXXXXXX X. XXXXXXXXX FUND, INC.
By: s/Xxxxx Xxxxxx, President
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