EXPENSE LIMITATION AGREEMENT
ALLIANCE CAPITAL MANAGEMENT L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
[__________], 2000
ALLIANCE INSTITUTIONAL FUNDS, INC.
Alliance International Premier Growth Institutional Fund
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Alliance Capital Management L.P. herewith confirms our
agreement with you as follows:
1. You are an open-end, non-diversified management
investment company registered under the Investment Company Act of
1940, as amended (the "Act"), and are authorized to issue shares
of separate series (portfolios), with each portfolio having its
own investment objective, policies and restrictions. You propose
to engage in the business of investing and reinvesting the assets
of each of your portfolios in accordance with applicable
limitations. Pursuant to an Advisory Agreement dated as of
November 14, 1997, as amended as of May 1, 1999, and as further
amended as of [________], 2000 (the "Advisory Agreement"), you
have employed us to manage the investment and reinvestment of
such assets.
2. We hereby agree that, notwithstanding any provision
to the contrary contained in the Advisory Agreement, we shall
limit as provided herein the aggregate expenses of every
character incurred by Alliance International Premier Growth
Institutional Fund (the "Fund"), including but not limited to the
fees ("Advisory Fees") payable to us pursuant to the Advisory
Agreement (the "Limitation"). Under the Limitation, we agree
that, through [__________], 2001, such expenses shall not exceed
a percentage (the "Percentage Expense Limitation") of the average
daily net assets of the Fund equal to, on an annualized basis,
[____]% in the case of the Class I shares and [____]% in the case
of the Class II shares. To determine our liability for the
Fund's expenses in excess of the Percentage Expense Limitation,
the amount of allowable fiscal-year-to-date expenses shall be
computed daily by prorating the Percentage Expense Limitation
based on the number of days elapsed within the fiscal year of the
Fund, or limitation period, if shorter (the "Prorated
Limitation"). The Prorated Limitation shall be compared to the
expenses of the Fund recorded through the current day in order to
produce the allowable expenses to be recorded for the current day
(the "Allowable Expenses"). If Advisory Fees and other expenses
of the Fund for the current day exceed the Allowable Expenses,
Advisory Fees for the current day shall be reduced by such excess
("Unaccrued Fees"). In the event such excess exceeds the amount
due as Advisory Fees, we shall be responsible to the Fund for the
2
additional excess ("Other Expenses Exceeding Limit"). If
cumulative Unaccrued Fees or cumulative Other Expenses Exceeding
Limit remain at [___________], 2001, these amounts shall be paid
to us in the future, provided that (1) no such payment shall be
made to us after [__________], 2003, (2) such payment shall be
made only to the extent that it does not cause the Fund's
aggregate expenses, on an annualized basis, to exceed the
Percentage Expense Limitation, and (3) no such payment shall be
made to us to the extent that the aggregate of such payments
would exceed the amount of organizational and offering expenses
(as defined by the Financial Accounting Standards Board) recorded
by you for financial reporting purposes on or before
[____________], 2001.
3. Nothing in this Agreement shall be construed as
preventing us from voluntarily limiting, waiving or reimbursing
your expenses outside the contours of this Agreement during any
time period before or after [_____________], 2001; nor shall
anything herein be construed as requiring that we limit, waive or
reimburse any of your expenses incurred after [_____________],
2001, or, except as expressly set forth herein, prior to such
date.
4. This Agreement shall become effective on the date
hereof and remain in effect until [_____________], 2003. This
3
Agreement may be terminated by either party hereto upon not less
than 60 days' prior written notice to the other party. Upon the
termination or expiration hereof, we shall have no claim against
you for any amounts not reimbursed to us pursuant to the
provisions of paragraph 2.
5. This Agreement shall be construed in accordance
with the laws of the State of New York, provided, however, that
nothing herein shall be construed as being inconsistent with the
Act.
4
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,
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By_____________________________
Agreed to and accepted
as of the date first set forth above.
ALLIANCE INSTITUTIONAL FUNDS, INC.
By__________________________
5
00250237.AQ1
