EXHIBIT (c)(4)
ALLIANCE FUND SERVICES, INC.
SHAREHOLDER INQUIRY AGENCY AGREEMENT
AGREEMENT, dated as of November 28,1995, between
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC., a Maryland
Corporation and a closed-end investment company registered
with the Securities and Exchange Commission (the "SEC")
under the Investment Company Act of 1940 (the "Investment
Company Act"), having its principal place of business at
0000 Xxxxxx xx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Fund"), and ALLIANCE FUND SERVICES, INC., a Delaware
corporation, having its principal place of business at 000
Xxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 ("Fund Services").
WHEREAS, Fund Services has agreed to act as
shareholder inquiry agent to the Fund for the purpose of
responding to telephone inquiries concerning the Fund and
matters relating thereto from Shareholders and others;
NOW THEREFORE, for and in consideration of the
mutual covenants and agreements contained herein, the
parties do hereby agree as follows:
SECTION 1. Upon the terms set forth in this
Agreement, the Fund hereby appoints Fund Services as its
shareholder inquiry agent, and Fund Services agrees to act
in that capacity. Capitalized terms used in this Agreement
and not otherwise defined shall have the meanings assigned
to them in SECTION 10.
SECTION 2.
(a) As shareholder inquiry agent hereunder, Fund
Services shall respond to telephone inquiries concerning the
Fund and matters relating thereto from Shareholders and
others.
(b) In responding to the inquiries referred to in
SECTION 2(a), Fund Services shall be limited to providing
information that is otherwise publicly available.
(c) With respect to any inquiries that Fund
Services is unable to respond to or which are beyond the
scope of its services under this Agreement, to the extent
reasonable under the circumstances, Fund Services shall
direct such inquiries to the appropriate person.
SECTION 3. The Fund shall provide Fund Services
with copies of any materials relating to the Fund that are
reasonably requested by Fund Services for the purposes of
performing its services under this Agreement.
SECTION 4. Upon the declaration of each dividend
and each capital gains distribution by the Fund's Directors,
the Fund shall notify Fund Services of the date of such
declaration, the amount payable per Share, the record date
for determining the Shareholders entitled to payment, the
payment and the reinvestment date price.
SECTION 5. Nothing contained in this Agreement is
intended to or shall require Fund Services to perform any
functions or duties on any day other than a Business Day.
Functions or duties normally scheduled to be performed on
any day which is not a Business Day shall be performed on,
and as of, the next Business Day, unless otherwise required
by law.
SECTION 6. For the services rendered by Fund
Services as described above, the Fund shall pay to Fund
Services a fee at a rate to be mutually agreed upon from
time to time, provided that in no event shall the fee be
more than the cost to Fund Services of providing such
services.
SECTION 7. Fund Services shall not be liable for
any taxes, assessments or governmental charges that may be
levied or assessed on any basis whatsoever in connection
with the Fund or any Shareholder, excluding taxes assessed
against Fund Services for compensation received by it
hereunder.
SECTION 8.
(a) Fund Services shall at all times act in good
faith and with reasonable care in performing the services to
be provided by it under this Agreement, but shall not be
liable for any loss or damage unless such loss or damage is
caused by the negligence, bad faith or willful misconduct of
Fund Services or its employees or agents.
(b) Without limiting the foregoing:
(i) Fund Services may rely upon the
statements and instructions of Fund officers and advice of
the Fund or counsel to the Fund or Fund Services. Fund
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Services shall not be liable for any action taken in good
faith reliance upon such instructions or advice;
(ii) Fund Services shall not be liable for
any action reasonably taken in good faith reliance upon any
such instructions or advice or upon a certified copy of any
resolution of the Fund's Directors. Fund Services may rely
upon the genuineness of any document, or copy thereof,
reasonably believed by Fund Services in good faith to have
been validly executed;
(iii) Fund Services may rely, and shall be
protected by the Fund in acting, upon any signature,
instruction, request, opinion of counsel, statement, report,
notice or other document reasonably believed by it in good
faith to be genuine and to have been duly signed or
presented on behalf of the Fund.
(c) The Fund shall indemnify Fund Services and
hold it harmless from any and all losses, costs, damages,
liabilities and expenses, including reasonable expenses of
counsel, incurred by it resulting from any claim, demand,
action or suit in connection with the performance of its
duties hereunder, including any error, omission, inaccuracy
or other deficiency contained in materials provided to Fund
Services by the Fund, or as a result of acting upon any
instruction reasonably believed by it to have been properly
given by a duly authorized officer of the Fund, or out of
the failure of the Fund to provide any information in the
Fund's possession needed by Fund Services to knowledgeably
perform its functions; provided the Fund shall have no
obligation to indemnify Fund Services or hold it harmless
with respect to any expenses, damages, claims, suits,
liabilities, actions, demands or losses caused directly or
indirectly by acts or omissions of Fund Services, and
provided that this indemnification shall not apply to
actions or omissions of Fund Services in cases of its own
bad faith, willful misconduct or negligence, and provided
further that if in any case the Fund may be asked to
indemnify or hold Fund Services harmless pursuant to this
Section, the Fund shall have been fully and promptly advised
by Fund Services of all material facts concerning the
situation in question. The Fund shall have the option to
defend Fund Services against any claim which may be the
subject of this indemnification, and in the event that the
Fund so elects, it will so notify Fund Services, and
thereupon the Fund shall retain competent counsel to
undertake defense of the claim, and Fund Services shall in
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such situations incur no further legal or other expenses for
which it may seek indemnification under this Section.
SECTION 9. This Agreement may be amended from time
to time by a written supplemental agreement executed by the
Fund and Fund Services and without notice to or approval of
the Shareholders; provided this Agreement may not be amended
in any manner which would substantially increase the Fund's
obligations hereunder unless the amendment is first approved
by the Fund's Directors, including a majority of the
Directors who are not a party to this Agreement or
interested persons of any such party, at a meeting called
for such purpose, and thereafter is approved by the
Shareholders if such approval is required under the
Investment Company Act or the rules and regulations
thereunder. The parties hereto may adopt procedures as may
be appropriate or practical under the circumstances, and
Fund Services may conclusively rely on the determination of
the Fund that any procedure that has been approved by the
Fund does not conflict with or violate any requirement of
its Articles of Incorporation or By-Laws, or any rule,
regulation or requirement of any regulatory body.
SECTION 10. The terms, as defined in this Section,
whenever used in this Agreement or in any amendment or
supplement hereto, shall have the meanings specified below,
insofar as the context will allow.
(a) Business Day: The term Business Day shall mean
any day on which the Fund is open for business as described
in its Prospectus.
(b) Shareholders: The term Shareholders shall mean
the registered owners from time to time of the Shares, as
reflected on the stock registry records of the Fund.
(c) Shares: The term Shares shall mean all or any
part of each class of the shares of capital stock of the
Fund which from time to time are authorized and/or issued by
the Fund.
SECTION 11. Fund Services shall not be liable for
any delays or errors occurring by reason of circumstances
beyond its control, including but not limited to acts of
civil or military authorities, national emergencies, fire,
flood or catastrophe, acts of God, insurrection, war, riot,
or failure of transportation, communication or power supply,
except to the extent that Fund Services shall have failed to
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use its best efforts to minimize the likelihood of
occurrence of such circumstances or to mitigate any loss or
damage to the Fund caused by such circumstances.
SECTION 12. The Fund may give Fund Services sixty
(60) days and Fund Services may give the Fund ninety (90)
days written notice of the termination of this Agreement,
such termination to take effect at the time specified in the
notice. Upon notice of termination, the Fund may, but is
not required to, appoint a successor shareholder inquiry
agent. Upon receipt from the Fund of written notice of the
appointment of the successor shareholder inquiry agent and
related instructions, Fund Services shall, upon request of
the Fund and the successor shareholder inquiry agent and
upon payment of Fund Services' reasonable charges and
disbursements, promptly transfer to the successor
shareholder inquiry agent all materials held by Fund
Services hereunder and cooperate with, and provide
reasonable assistance to, the successor shareholder inquiry
agent in the transition to carry out its responsibilities
hereunder.
SECTION 13. Any notice or other communication
required by or permitted to be given in connection with this
Agreement shall be in writing, and shall be delivered in
person or sent by first-class mail, postage prepaid, to the
respective parties.
Notice to the Fund shall be given as follows until
further notice:
Alliance World Dollar Government Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Secretary
Notice to Fund Services shall be given as follows
until further notice:
Alliance Fund Services, Inc.
000 Xxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
SECTION 14. The Fund represents and warrants to
Fund Services that the execution and delivery of this
Agreement by the undersigned officer of the Fund has been
duly and validly authorized by resolution of the Fund's
Directors. Fund Services represents and warrants to the
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Fund that the execution and delivery of this Agreement by
the undersigned officer of Fund Services has also been duly
and validly authorized.
SECTION 15. This Agreement may be executed in more
than one counterpart, each of which shall be deemed to be an
original, and shall become effective as of November 28,
1995, unless otherwise agreed by the parties. Unless sooner
terminated pursuant to SECTION 12, this Agreement will
continue until September 30, 1996 and will continue in
effect thereafter for successive 12 month periods only if
such continuance is specifically approved at least annually
by the Directors or by a vote of the Shareholders and in
either case by a majority of the Directors who are not
parties to this Agreement or interested persons of any such
party, at a meeting called for the purpose of voting on this
Agreement.
SECTION 16. This Agreement shall extend to and
shall bind the parties hereto and their respective
successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the
written consent of Fund Services or by Fund Services without
the written consent of the Fund, authorized or approved by a
resolution of the Fund's Directors. Notwithstanding the
foregoing, either party may assign this Agreement without
the consent of the other party so long as the assignee is an
affiliate, parent or subsidiary of the assigning party and
is qualified to act under the Investment Company Act, as
amended from time to time.
SECTION 17. This Agreement shall be governed by
the laws of the state of New York.
WITNESS the following signatures:
Alliance World Dollar
Government Fund, Inc.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------
Title: Secretary
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ALLIANCE FUND SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------
Title: President
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