DISTRIBUTION AGREEMENT
ACM INSTITUTIONAL RESERVES, INC.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
July 22, 1992
Alliance Fund Distributors, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
This is to confirm that, on the terms and conditions set
forth herein, we have agreed that you shall be, for the
period of this Distribution Agreement ("the Agreement"), a
distributor, as our agent, for the unsold portion of such
number of shares of common stock of our Fund (the "Shares")
as may from time to time be effectively registered under the
Securities Act of 1933, as amended (the "Act").
1. We hereby agree to offer through you as our agent,
and to solicit, through you as our agent, offers to
subscribe to, the unsold balance of the Shares as shall then
be effectively registered under the Act, and you are
appointed our agent for such purpose. All subscriptions for
Shares obtained by you shall be directed to us for
acceptance and shall not be binding on us until accepted by
us. You shall have no authority to make binding
subscriptions on our behalf. We reserve the right to sell
Shares through other distributors or directly to investors
through subscriptions received by us at our principal office
in New York, New York. The right given to you under this
agreement shall not apply to Shares issued in connection
with (a) the merger or consolidation of any other investment
company with us, (b) our acquisition by purchase or
otherwise of all or substantially all of the assets or stock
of any other investment company or (c) the reinvestment in
Shares by our shareholders of dividends or other
distributions or any other offering of shares to our
shareholders.
2. You will use your best efforts to obtain
subscriptions to Shares upon the terms and conditions
contained herein and in the then current Prospectus and
Statement of Additional Information, including the offering
price. You will send to us promptly all subscriptions
placed with you. We shall advise you of the approximate net
asset value per share or net asset value per share (as used
in the Prospectus and Statement of Additional Information)
on any date requested by you and at such other times as it
shall have been determined by us. We shall furnish you from
time to time, for use in connection with the offering of
Shares, such other information with respect to us and the
Shares as you may reasonably request. We shall supply you
with such copies of our current Prospectus and Statement of
Additional Information in effect from time to time as you
may request. You are not authorized to give any information
or to make any representations, other than those contained
in the Registration Statement, Prospectus and Statement of
Additional Information, as then in effect, filed under the
Act covering Shares or which we may authorize in writing.
You may use employees and agents at your cost and expense to
assist you in carrying out your obligations hereunder but no
such employee or agent shall be deemed to be our agent or
have any rights under this agreement.
3. We reserve the right to suspend the offering of
Shares at any time, in the absolute discretion of our Board
of Directors, and upon notice of such suspension you shall
cease to offer Shares hereunder.
4. Both of us will cooperate with each other in taking
such action as may be necessary to qualify Shares for sale
under the securities laws of such states as we may
designate. Pursuant to our Advisory Agreement dated July
22, 1992 with Alliance Capital Management L.P. (the
"Adviser"), we will pay all fees and expenses of registering
Shares under the Act and of qualification of Shares and our
qualification under applicable state securities laws. You
shall pay all expenses relating to your broker-dealer
qualification.
5. We represent to you that our Registration
Statement, Prospectus and Statement of Additional
Information (as in effect from time to time) under the Act
have been or will be, as the case may be, carefully prepared
in conformity with the requirements of the Act and the rules
and regulations of the Securities and Exchange Commission
thereunder. We represent and warrant to you that our
Registration Statement, Prospectus and Statement of
Additional Information contain or will contain all
statements required to be stated therein in accordance with
2
the Act and the rules and regulations of said Commission,
and that all statements of fact contained or to be contained
therein are or will be true and correct at the time
indicated or the effective date as the case may be; that
none of our Registration Statement, our Prospectus or our
Statement of Additional Information, when it shall become
effective or be authorized for use, will include an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of Shares.
We will from time to time file such amendment or amendments
to our Registration Statement, Prospectus and Statement of
Additional Information as, in the light of future
developments, shall, in the opinion of our counsel, be
necessary in order to have our Registration Statement,
Prospectus and Statement of Additional Information at all
times contain all material facts required to be stated
therein or necessary to make any statements therein not
misleading to a purchaser of Shares, but, if we shall not
file such amendment or amendments within fifteen days after
receipt by us of a written request from you to do so, you
may, at your option, terminate this Agreement immediately.
We shall not file any amendment to our Registration
Statement, Prospectus or Statement of Additional Information
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit our right to file at any time such
amendments to our Registration Statement, Prospectus or
Statement of Additional Information, of whatever character,
as we may deem advisable, such right being in all respects
absolute and unconditional. We represent and warrant to you
that any amendment to our Registration Statement, Prospectus
or Statement of Additional Information hereafter filed by us
will, when it becomes effective, contain all statements
required to be stated therein in accordance with the Act and
the rules and regulations of said Commission, that all
statements of fact contained therein will, when the same
shall become effective, be true and correct and that no such
amendment, when it becomes effective, will include an untrue
statement of a material fact or will omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading to a purchaser of
Shares.
6. We agree to indemnify, defend and hold you, and any
person who controls you within the meaning of Section 15 of
the Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or
liabilities and any reasonable counsel fees incurred in
connection therewith) which you or any such controlling
3
person may incur, under the Act, or under common law or
otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in our Registration
Statement, Prospectus or Statement of Additional Information
in effect from time to time under the Act or arising out of
or based upon any alleged omission to state a material fact
required to be stated in either thereof or necessary to make
the statements in either thereof not misleading; provided,
however, that in no event shall anything herein contained be
so construed as to protect you against any liability to us
or 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, or by
reason of your reckless disregard of your obligations and
duties under this agreement. Our agreement to indemnify you
and any such controlling person as aforesaid is expressly
conditioned upon our being notified of any action brought
against you or any such controlling person, such
notification to be given by letter or by telegram addressed
to us at our principal office in New York, New York, and
sent to us by the person against whom such action is brought
within ten days after the summons or other first legal
process shall have been served. The failure to so notify us
of any such action shall not relieve us from any liability
which we may have to the person against whom such action is
brought by reason of any such alleged untrue statement or
omission otherwise than on account of our indemnity
agreement contained in this paragraph 6. We will be
entitled to assume the defense of any suit brought to
enforce any such claim, and to retain counsel of good
standing chosen by us and approved by you. In the event we
do elect to assume the defense of any such suit and retain
counsel of good standing approved by you, the defendant or
defendants in such suit shall bear the fees and expenses of
any additional counsel retained by any of them; but in case
we do not elect to assume the defense of any such suit, or
in case you do not approve of counsel chosen by us, we will
reimburse you or the controlling person or persons named as
defendant or defendants in such suit, for the fees and
expenses of any counsel retained by you or them. Our
indemnification agreement contained in this paragraph 6 and
our representations and warranties in this Agreement shall
remain operative and in full force and effect regardless of
any investigation made by or on behalf of you or any
controlling person and shall survive the sale of any of
Shares made pursuant to subscriptions obtained by you. This
agreement of indemnity will inure exclusively to your
benefit, to the benefit of your successors and assigns, and
to the benefit of any controlling persons and their
successors and assigns. We agree promptly to notify you of
4
the commencement of any litigation or processing against us
in connection with the issue and sale of any Shares.
7. You agree to indemnify, defend and hold us, our
several officers and directors, and any person who controls
us within the meaning of Section 15 of the Act, free and
harmless from and against any and all claims, demands,
liabilities, and expenses (including the cost of
investigating or defending such claims, demands or
liabilities and any reasonable counsel fees incurred in
connection therewith) which we, our officers or directors,
or any such controlling person may incur under the Act or
under common law or otherwise, but only to the extent that
such liability, or expense incurred by us, our officers or
directors or such controlling person resulting from such
claims or demands shall arise out of or be based upon any
alleged untrue statement of a material fact contained in
information furnished in writing by you to us for use in our
Registration Statement or Prospectus in effect from time to
time under the Act, or shall arise out of or be based upon
any alleged omission to state a material fact in connection
with such information required to be stated in the
Registration Statement or Prospectus or necessary to make
such information not misleading. Your agreement to
indemnify us, our officers and directors, and any such
controlling person as aforesaid is expressly conditioned
upon your being notified of any action brought against us,
our officers or directors or any such controlling person,
such notification to be given by letter or telegram
addressed to you at your principal office in New York, New
York, and sent to you by the person against whom such action
is brought, within ten days after the summons or other first
legal process shall have been served. You shall have a
right to control the defense of such action, with counsel of
your own choosing, satisfactory to us, if such action is
based solely upon such alleged misstatement or omission on
your part, and in any other event you and we, our officers
or directors or such controlling person shall each have the
right to participate in the defense or preparation of the
defense of any such action. The failure to so notify you of
any such action shall not relieve you from any liability
which you may have to us, to our officers or directors, or
to such controlling person by reason of any such untrue
statement or omission on your part otherwise than on account
of your indemnity agreement contained in this paragraph 7.
8. We agree to advise you immediately:
(a) of any request by the Securities and Exchange
Commission for amendments to our Registration Statement or
Prospectus or for additional information,
5
(b) In the event of the issuance by the Securities
and Exchange Commission of any stop order suspending the
effectiveness of our Registration Statement or Prospectus or
the initiation of any proceedings for that purpose,
(c) of the happening of any material event which
makes untrue any statement made in our Registration
Statement or Prospectus or which requires the making of a
change in either thereof in order to make the statements
therein not misleading, and
(d) of all action of the Securities and Exchange
Commission with respect to any amendments to our
Registration Statement or Prospectus which may from time to
time be filed with the Securities and Exchange Commission
under the Act.
9. (a) This agreement shall become effective on the
date hereof, shall remain in effect as to each Portfolio
until December 31, 1992 and shall continue in effect
thereafter for successive twelve-month periods (computed
from each January 1); provided, however, that such
continuance is specifically approved at least annually by
the Directors of the Fund or by majority vote of the holders
of the outstanding voting securities (as defined in the ▇▇▇▇
▇▇▇) of such Portfolio, and, in either case, by a majority
of the Directors of the Fund who are not parties to this
Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇)
of any such party; 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 1940 Act and the rules and regulations
thereunder. This Agreement may be terminated (i) by the
Fund with respect to any Portfolio at any time, without the
payment of any penalty, by the vote of a majority of the
outstanding voting securities (as so defined) of such
Portfolio, or by a vote of a majority of the Directors of
the Fund on sixty days written notice to you; or (ii) by you
with respect to any Portfolio on sixty days written notice
to the Fund.
(b) This Agreement may be amended at any time with
the approval of the Directors of the Fund; provided,
however, that any material amendments of the terms hereof
will become effective only upon approval as provided in the
first proviso of paragraph 9(a) hereof.
10. 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
6
any such transfer, assignment, sale, hypothecation or
pledge. 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.
11. Except to the extent necessary to perform your
obligation hereunder, nothing herein shall be deemed to
limit or restrict your right, or the right of any of your
officers, directors or employees who may also be a director,
officer or employee of ours, 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 corporation, firm, individual or association.
12. Notice is hereby given that this Agreement is
entered into on our behalf by an officer of our Fund in his
capacity as an officer and not individually and that the
obligations of or arising out of this Agreement are not
binding upon any of our Directors, officers, shareholders,
employees or agents individually but are binding only upon
the assets and property of our Fund.
7
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
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Accepted: July 22, 1992
ALLIANCE FUND DISTRIBUTORS, INC.
By
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management Corporation,
general partner
By
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
8
00250072.AL2
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Accepted: July 22, 1992
ALLIANCE FUND DISTRIBUTORS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management Corporation,
general partner
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
00250072.AL2
