ADMINISTRATION AGREEMENT
THIS AGREEMENT made this 16th day of March, 1995, by and
between ALLIANCE MONEY MARKET FUND (the "Trust"), a Massachusetts
business trust and ADP FINANCIAL INFORMATION SERVICES, INC., a
Delaware corporation (the "Administrator").
W I T N E S S E T H :
In consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto agree as
follows:
FIRST: The Trust on behalf of each of its series and
any new series to be created hereby authorizes the Administrator
to provide administrative services to the Trust in accordance
with the terms and conditions of this Agreement. The
Administrator's services shall be subject to the direction and
control of the Trustees of the Trust and shall be performed under
the direction of the appropriate Trust officers. The
Administrator's functions shall be entirely ministerial in
nature, and it shall not have any responsibility or authority for
the management of the Trust, the determination of its policies,
or for any matter pertaining to the distribution of securities
issued by the Trust.
SECOND: The Administrator shall provide certain
administration services including:
(A) providing a direct interface between the
Trust's Transfer Agent and the Administrator's proprietary
shareholder accounting system (referred to herein as "SHAC")
thereby permitting the creation of omnibus accounting on the
Trust's Transfer Agent's books with individual shareholder
records being maintained on SHAC.
(B) arranging for, or assisting counsel and
auditors in the preparation of, all required Trust tax returns,
proxy statements, semi-annual reports to the Trust's
shareholders, semi-annual reports to be filed with the Securities
and Exchange Commission, and updates to the Trust's Registration
Statement under the Investment Company Act of 1940 (the "Act"),
and arranging for the signature of such documents by the
appropriate Trust officer;
(C) arranging for the coordination of the printing
and mailing (at the Trust's expense) of proxy statements and
other reports or other materials provided to the Trust's
shareholders;
(D) arranging for, or overseeing of, the
computation of performance data including net asset value and
yield;
(E) arranging for, or overseeing, the publication
of current price information in newspapers and publications;
(F) responding to all inquiries or other
communications from shareholders of the Trust and other parties
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or, if the inquiry is more properly responded to by the Trust's
transfer agent or distributor, referring the individual making
the inquiry to the appropriate person;
(G) coordinating all relationships between the
Trust and its contractors, including coordinating the negotiation
of agreements, the review of performance of agreements, and the
exchange of information, provided that coordination with the
Trust's distributor shall be limited to the exchange of
information necessary for the administration of the Trust and the
reporting of that information to the Trustees and Trust officers;
and
(H) provide accounting and bookkeeping services
(including the maintenance of such accounts, books and records of
the Trust as may be required by Section 31(a) of the Act and the
rules and regulations thereunder).
THIRD: Any activities performed by the Administrator
under this Agreement shall at all times conform to, and be in
accordance with, any requirements imposed by: (1) the provisions
of the Act and of any rules or regulations in force thereunder;
(2) any other applicable provision of law; (3) the provisions of
the Agreement and Declaration of Trust and By-Laws of the Trust
as amended from time to time; (4) any policies and determinations
of the Trustees of the Trust; and (5) the fundamental policies of
each series of the Trust, as reflected in the then current
Registration Statement of the Trust. As used in this Agreement,
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the term "Registration Statement" shall mean the Registration
Statement most recently filed by the Trust with the Securities
and Exchange Commission and effective under the Securities Act of
1933, as amended, as such Registration Statement is amended at
such time, and the term "Prospectus" and "Statement of Additional
Information" shall mean for the purposes of this Agreement the
form of the then current prospectus and statement of additional
information for each series of the Trust.
FOURTH: Nothing in this Agreement shall prevent the
Administrator or any officer thereof from acting as administrator
for any other person, firm or corporation and shall not in any
way limit or restrict the Administrator or any of its directors,
officers, employees or affiliates from buying, selling or trading
any securities for its own or their own accounts or for the
accounts of others for whom it or they may be acting, provided,
however, that the Administrator expressly represents that it will
undertake no activities which, in its judgment, will adversely
affect the performance of its obligations to the Trust under this
Agreement.
FIFTH: The Administrator shall, at its own expense,
provide office space and facilities, equipment and personnel for
the performance of its functions hereunder. The Administrator
will pay the fees and expenses of Trustees who are affiliated
with the Administrator.
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SIXTH: The Trust shall pay the Administrator, as full
compensation for all services rendered hereunder, an annual fee
of a maximum of .05 of 1% on behalf of each series payable
monthly and computed on the average daily net assets of the
series at the end of each business day.
SEVENTH: In the event the operating expenses of any
series of the Trust, including all investment advisory and
administration fees, but excluding brokerage commissions and
fees, distribution fees (to the extent allowable under applicable
state law), taxes, interest and extraordinary expenses such as
litigation, for any fiscal year ending on a date on which this
Agreement is in effect exceed the most restrictive expense
limitation applicable to that series imposed by the securities
laws or regulations thereunder of any state in which the shares
of the series are qualified for sale, as such limitations may be
raised or lowered from time to time, the Administrator shall
reduce its administration fee to the extent of its share of such
excess expenses. The amount of any such reduction to be borne by
the Administrator shall be deducted from the monthly
administration fee otherwise payable to the Administrator during
such fiscal year; and if such amounts should exceed the monthly
fee, the Administrator shall pay to such series its share of such
excess expenses no later than the last day of the first month of
the next succeeding fiscal year. For the purposes of this
paragraph, the term "fiscal year" shall exclude the portion of
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the current fiscal year which shall have elapsed prior to the
date hereof and shall include the portion of the then current
fiscal year which shall have elapsed at the date of termination
of this Agreement.
EIGHTH:
(A) This Agreement shall go into effect at the
close of business on the date hereof.
(B) This Agreement may be terminated by the
Administrator at any time without penalty upon giving the Trust
sixty (60) days' written notice (which notice may be waived by
the Trust) and may be terminated by the Trust at any time without
penalty upon giving the Administrator sixty (60) days' written
notice (which notice may be waived by the Administrator).
NINTH: The Administrator will not be liable for any
error of judgment or mistake of law or any loss suffered by the
Trust or its shareholders in connection with the performance of
its duties under this Agreement, except a loss resulting from
wilful 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.
TENTH: A copy of the Agreement and Declaration of Trust
of the Trust is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Trust as Trustees and
not individually, and that the obligations of this instrument are
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not binding upon any of the Trustees or shareholders individually
but are binding only upon the assets and property of the Trust.
ELEVENTH: Any notice under this Agreement shall be in
writing, addressed and delivered, or mailed, postage paid, to the
other party at such address as such other party may designate for
the receipt of such notices. Until further notice to the other
party, it is agreed that the address of the Trust shall be 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the address
of the Administrator shall be 0 Xxxxxxx Xxxxxx Xxxxx, Xxxxxx
Xxxx, Xxx Xxxxxx 00000.
IN WITNESS WHEREOF, the parties hereto have caused the
Agreement to be executed by their duly authorized officers as of
the day and year first above written.
ALLIANCE MONEY MARKET FUND
/s/ Xxxx X. Xxxxxx
By:
Xxxx X. Xxxxxx
Chairman of the Trustees
ATTEST:
/s/ Xxxxxx X. Xxxxx
ADP FINANCIAL INFORMATION
SERVICES, INC.
/s/ Xxxxxx X. Xxxxxx
By:
/s/ Xxxxxx X. Xxxxxx
ATTEST:
/s/ Xxxx X. Amsterdam
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00250217.AD8
