ADVISORY AGREEMENT
ACM INSTITUTIONAL RESERVES, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We are an open-end, diversified management investment
company registered under the Investment Company Act of 1940
(the "Act"). We are currently authorized to issue separate
classes of shares and our Directors are authorized to
reclassify and issue any unissued shares to any number of
additional classes or series (Portfolios) each having its
own investment objective, policies and restrictions, all as
more fully described in the Prospectus and the Statement of
Additional Information constituting parts of the
Registration Statement filed on our behalf under the
Securities Act of 1933 and 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 and
Statement of Additional Information, all in such manner and
to such extent as may from time to time be authorized by our
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 the assets in each of our Portfolios 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 securities in each of our Portfolios.
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 securities in each of our Portfolios
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, sales or other transactions.
(c) You will report to our Directors at each meeting
thereof all changes in each Portfolio since the prior
report, and will also keep us in touch with important
developments affecting any 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 companies whose securities
are included in our Portfolios, 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 securities in
each of our Portfolios as you may believe appropriate or as
we reasonably may request. In making such purchases and
sales of securities in each of our Portfolios, you will bear
in mind the policies set from time to time by our Directors
as well as the limitations imposed by our Articles of
Incorporation and in our Registration Statements under the
Act and the Securities Act of 1933, the limitations in the
Act and of the Internal Revenue Code in respect of regulated
investment companies and the investment objective, policies
and restrictions for each of our Portfolios.
(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 to us persons satisfactory to our Directors to serve
as our officers. You or your affiliates will also provide
persons, who may be our officers, to render such clerical,
accounting and other services to us as we may from time to
time request of you. Such personnel may be employees of you
or your affiliates. We will pay to you or your affiliates
the cost of such personnel for rendering such services to us
at such rates as shall from time to time be agreed upon
between us, provided that all time devoted to the investment
or reinvestment of securities in each of our Portfolios
shall be for your account. Nothing contained herein shall be
construed to restrict our right to hire our own employees or
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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. You or your affiliates (other than us) shall also
be responsible for the payment of any expenses incurred in
promoting the sale of our shares (other than the portion of
the promotional expenses to be borne by us in accordance
with an effective plan pursuant to Rule 12b-1 under the Act
and the costs of printing our prospectuses and other reports
to stockholders and fees related to registration with the
Securities and Exchange Commission and with state regulatory
authorities).
3. It is further agreed that you shall be responsible
for the portion of the net expenses of each of our
Portfolios (except interest, taxes, brokerage, fees paid in
accordance with an effective plan pursuant to Rule 12b-1
under the Act, expenditures which are capitalized in
accordance with generally accepted accounting principles and
extraordinary expenses, all to the extent permitted by
applicable state law and regulation) incurred by us during
each of our fiscal years or portion thereof that this
agreement is in effect between us which, as to a Portfolio,
in any such year exceeds the limits applicable to such
Portfolio under the laws or regulations of any state in
which our shares are qualified for sale (reduced pro rata
for any portion of less than a year). 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) custody, transfer, and
dividend disbursing expenses; (c) fees of directors who are
not your affiliated persons; (d) legal and auditing
expenses; (e) clerical, accounting and other office costs;
(f) the cost of personnel providing services to us, as
provided in subparagraph (d) of paragraph 2 above; (g) costs
of printing our prospectuses and stockholder reports; (h)
cost of maintenance of corporate existence; (i) interest
charges, taxes, brokerage fees and commissions; (j) costs of
stationery and supplies; (k) expenses and fees related to
registration and filing with the Securities and Exchange
Commission and with state regulatory authorities; and (1)
such promotional expenses as may be contemplated by an
effective plan pursuant to Rule 12b-1 under the Act
provided, however, that our payment of such promotional
expenses shall be in the amounts, and in accordance with the
procedures, set forth in such plan.
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4. We shall expect of you, and you will give us the
benefit of, 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
fee at the annual percentage rate of .20 of 1% of the
average daily value of the net assets of each of our Prime,
Government and Tax-Free Portfolios and .45 of 1% of the
average daily value of the net assets of our Trust
Portfolio. Such fee shall be accrued by us daily and shall
be payable in arrears on the last day of each calendar month
for services performed hereunder during such month. Your
reimbursement, if any, of our expenses as provided in
paragraph 3 hereof, shall be estimated and paid to us
monthly in arrears, at the same time as our payment to you
for such month. Payment of the advisory fee will be reduced
or postponed, if necessary, with any adjustments made after
the end of the year.
6. This agreement shall become effective on the date
hereof and shall remain in effect until December 31, 1992
and thereafter for successive twelve-month periods (computed
from each January 1) with respect to each Portfolio provided
that such continuance is specifically approved at least
annually by our Directors or by majority vote of the holders
of the outstanding voting securities (as defined in the Act)
of such Portfolio, and, in either case, by a majority of our
Directors who are not parties to this agreement or
interested persons, as defined in the Act, of any such party
(other than as directors of the Fund) provided further,
however, that if the continuation of this agreement is not
approved as to a Portfolio, you may continue to render to
such Portfolio 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 with respect to any Portfolio at
any time, without the payment of any penalty, by vote of a
majority of the outstanding voting securities (as so
defined) of such Portfolio, or by a vote of a majority of
our Directors on sixty days' written notice to you, or by
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you with respect to any Portfolio 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 thereto
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 Directors of Alliance Capital
Management Corporation, general partner, who may also be a
trustee, 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 the 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 the name of our corporation
to a name not including the word "Alliance". You may from
time to time make available without charge to us for our use
such marks or symbols owned by you, including marks or
symbols containing the name "Alliance" or any variation
thereof, as you may consider appropriate. Any such marks or
symbols so made available will remain your property and you
will have the right, upon notice in writing, to require us
to cease the use of such xxxx 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 Institutional Reserves, Inc.
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By
Xxxxx X. Xxxxxx
President
Accepted: As of July 22, 1992
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management Corporation,
general partner
By
Xxxx X. Xxxxxx
Executive Vice President
& Chief Financial Officer
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00250072.AL1
necessary action to change the name of our corporation to a
name not including the word "Alliance". You may from time to
time make available without charge to us for our use such
marks or symbols owned by you, including marks or symbols
containing the name "Alliance" or any variation thereof, as
you may consider appropriate. Any such marks or symbols so
made available will remain your property and you will have
the right, upon notice in writing, to require us to cease
the use of such xxxx 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 Institutional Reserves, Inc.
By /s/ Xxxxx X. Xxxxxx
_______________________________
Xxxxx X. Xxxxxx
President
Accepted: As of July 22, 1992
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management Corporation,
general partner
By /s/ Xxxx X. Xxxxxx
_____________________________
Xxxx X. Xxxxx
Executive Vice President
00250072.AL1
