Exhibit (l)
Alliance Capital Management
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
INITIAL CAPITAL AGREEMENT
March 22, 2002
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Fund II, Inc.
c/o Alliance Capital Management
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
It is our understanding that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Fund II, Inc. (the
"Corporation") proposes to sell shares of common stock (the "Shares") of the
various investment portfolios (the "Portfolios") of the Corporation pursuant to
a registration statement on Form N-1A filed with the Securities and Exchange
Commission. In order to provide the Corporation with a net worth of at least
$100,000 as required by Section 14 of the Investment Company Act of 1940, as
amended, we hereby offer to purchase 8,000 shares of common stock of the
Corporation's ▇▇▇▇▇▇▇▇▇ Intermediate Duration Institutional Portfolio for $12.50
per Share.
We represent and warrant to the Corporation that the Shares are being
acquired by us for investment and not with a view to the resale or further
distribution thereof and that we have no present intention to redeem or dispose
of any Shares. We hereby agree that any redemption of these Shares will be
reduced by a pro rata portion of any then unamortized organization expenses of
the Corporation. This proration will be calculated by dividing the number of
Shares to be redeemed by the aggregate number of Shares held which represent the
Initial Capital of the Corporation.
Please confirm that the foregoing correctly sets forth our agreement
with the Corporation.
Very truly yours,
Alliance Capital Management L.P.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Confirmed, as of the date first above
mentioned
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Fund II, Inc.:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
A copy of the Agreement and Articles of Incorporation of the
Corporation is on file with the Secretary of State of the State of Maryland, and
notice is hereby given that this instrument is executed on behalf of the
Directors as Directors and not individually and that the obligations of this
instrument are not binding upon any of the Directors or shareholders
individually but are binding only upon the assets and property of the relevant
Portfolio.
