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As filed with the Securities and Exchange
Commission on June 25, 1999
File Nos. 33-34001
811-6068
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 16 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940
Amendment No. 16 X
ALLIANCE INSTITUTIONAL RESERVES, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including
Area Code:(800) 221-5672
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York l0105
(Name and address of agent for service)
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
X on August 27, 1999 pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/ / This post-effective amendment designates a new
effective date for a previously filed post-
effective amendment.
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CLASS A PROSPECTUS
ALLIANCE INSTITUTIONAL RESERVES
PROSPECTUS
SEPTEMBER ___, 1999
PRIME PORTFOLIO
GOVERNMENT PORTFOLIO
TAX-FREE PORTFOLIO
TREASURY PORTFOLIO
The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of this
prospectus.
Any representation to the contrary is a criminal offense.
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TABLE OF CONTENTS
RISK/RETURN SUMMARY..........................................2
Performance and Bar Chart Information....................3
Fees And Expenses Of The Portfolios......................5
OTHER INFORMATION ABOUT THE PORTFOLIOS' OBJECTIVES,
STRATEGIES, AND RISKS........................................6
Investment Objectives and Strategies.....................6
Prime Portfolio..........................................6
Government Portfolio.....................................7
Tax-Free Portfolio.......................................7
Treasury Portfolio.......................................8
Risk Considerations......................................9
MANAGEMENT OF THE PORTFOLIOS................................12
PURCHASE AND SALE OF SHARES.................................13
How The Portfolios Value Their Shares...................13
How To Buy Shares.......................................13
How To Sell Shares......................................14
Other...................................................15
DIVIDENDS, DISTRIBUTIONS AND TAXES..........................15
GENERAL INFORMATION.........................................16
FINANCIAL HIGHLIGHTS........................................17
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Alliance Institutional Reserves, Inc. consists of five distinct
Portfolios. This prospectus describes the Class A shares of four
of the Portfolios - the Prime Portfolio, Government Portfolio,
Tax-Free Portfolio and Treasury Portfolio. The Portfolios'
investment adviser is Alliance Capital Management L.P., a global
investment manager providing diversified services to institutions
and individuals through a broad line of investments including
more than 100 mutual funds.
RISK/RETURN SUMMARY
The following is a summary of certain key information about the
Portfolios. You will find additional information about the
Portfolios, including a detailed description of the risks of an
investment in each Portfolio, after this summary. This
prospectus has additional descriptions of the Portfolios'
investments in the discussion under "Other Information About the
Portfolios' Objectives, Strategies, and Risks." That section
also includes more information about the Portfolios, their
investments, and related risks.
OBJECTIVES: The investment objectives of each Portfolio are - in
the following order of priority - safety of principal, excellent
liquidity and maximum current income (exempt from Federal income
taxes to the extent described below in the case of the Tax-Free
Portfolio) to the extent consistent with the first two
objectives.
PRINCIPAL INVESTMENT STRATEGY: The Portfolios are "money market
funds" that seek to maintain a stable net asset value of $1.00
per share. Each Portfolio pursues its objectives by maintaining
a diversified portfolio of high-quality, U.S. dollar-denominated
money market securities.
PRINCIPAL RISKS: The principal risks of investing in the
Portfolios are:
-- INTEREST RATE RISK This is the risk that changes in
interest rates will affect the yield or value of the
Portfolios' investments in debt securities.
-- CREDIT RISK This is the risk that the issuer or
guarantor of a debt security, or the counterparty to a
derivatives contract, will be unable or unwilling to
make timely interest or principal payments, or to
otherwise honor its obligations. The degree of risk for
a particular security may by reflected in its credit
rating. Credit risk includes the possibility that any
of the Portfolios' investments will have its credit
ratings downgraded.
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ANOTHER IMPORTANT THING FOR YOU TO NOTE:
An investment in the Portfolios is not a deposit in a
bank and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government
agency. Although the Portfolios seek to preserve the
value of your investment at $1.00 per share, it is
possible to lose money by investing in the Portfolios.
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PERFORMANCE AND BAR CHART INFORMATION
For each Portfolio, the performance table shows the Portfolio's
average annual returns and the bar chart shows the Portfolio's
annual returns. The table and the bar chart provide an
indication of the historical risk of an investment in each
Portfolio by showing:
-- the Portfolio's average annual returns for one year and
the life of the Portfolio; and
-- changes in the Portfolio's performance from year to year
over the life of the Portfolio.
A Portfolio's past performance does not necessarily indicate how
it will perform in the future.
You may obtain current yield information for any Portfolio by
calling 1-800-221-9513.
PRIME PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
GOVERNMENT PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
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TAX-FREE PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
TREASURY PORTFOLIO
There is no performance table or bar chart for the Treasury
Portfolio because it has not completed a full calendar year of
operations.
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FEES AND EXPENSES OF THE PORTFOLIOS
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Portfolios.
SHAREHOLDER TRANSACTION EXPENSES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
The Portfolios' Class A shares have no sales load on purchases or
reinvested dividends, deferred sales loads, or redemption or
exchange fees.
ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM PORTFOLIO ASSETS)
ANNUAL PORTFOLIO OPERATING EXPENSES
PRIME GOVERNMENT TAX-FREE TREASURY
Management Fees
Other Expenses
Total Portfolio
Operating Expenses
Expense Reimbursement*
Net Expenses
_______________
* Reflects Alliance's contractual reimbursement of a portion of
each Portfolio's operating expenses so that each Portfolio's
expense ratio does not exceed .20%.
EXAMPLES
The examples are to help you compare the cost of investing in a
Portfolio with the cost of investing in other funds. They assume
that you invest $10,000 in the Portfolio for the time periods
indicated and then redeem all of your shares at the end of those
periods. They also assume that your investment has a 5% return
each year, the Portfolio's operating expenses stay the same, and
all dividends and distributions are reinvested. Your actual
costs may be higher or lower.
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PRIME GOVERNMENT TAX-FREE TREASURY
1 Year
3 Years
5 Years
10 Years
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OTHER INFORMATION ABOUT THE PORTFOLIOS' OBJECTIVES, STRATEGIES,
AND RISKS
This section of the prospectus provides a more complete
description of the investment objectives and principal strategies
and risks of the Portfolios.
Please note:
-- Additional descriptions of each Portfolio's strategies
and investments, as well as other strategies and
investments not described below, may be found in the
Portfolios' Statement of Additional Information or SAI.
-- There can be no assurance that any Portfolio will
achieve its investment objectives.
INVESTMENT OBJECTIVES AND STRATEGIES
The investment objectives of each Portfolio are - in the
following order of priority - safety of principal, excellent
liquidity and maximum current income (exempt from Federal income
taxes to the extent described below in the case of the Tax-Free
Portfolio) to the extent consistent with the first two
objectives. As money market funds, the Portfolios must meet the
requirements of SEC Rule 2a-7. The Rule imposes strict
requirements on the investment quality, maturity, and
diversification of the Portfolios' investments. Under Rule 2a-7,
the Portfolios' investments must each have a remaining maturity
of no more than 397 days and the Portfolios must maintain an
average weighted maturity that does not exceed 90 days.
PRIME PORTFOLIO
The Prime Portfolio's investments may include:
-- marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;
-- certificates of deposit, bankers' acceptances, and
interest bearing savings deposits that are issued or
guaranteed by (i) banks or savings and loans
associations that are members of the Federal Deposit
Insurance Corporation, or (ii) foreign branches of U.S.
banks and U.S. branches of foreign banks that have total
assets of at least $1 billion (rated or determined by
Alliance to be of comparable quality);
-- high-quality commercial paper (rated or determined by
Alliance to be of comparable quality) issued by U.S. or
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foreign companies and participation interests in loans
extended to such companies;
-- adjustable rate obligations;
-- asset-backed securities;
-- restricted securities (i.e., securities subject to legal
or contractual restrictions on resale); and
-- repurchase agreements that are fully collateralized.
The Portfolio does not invest 25% or more of its assets in
securities of issuers conducting their principal business
activities in any one industry except for securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, or bank obligations, including certificates of
deposit, bankers' acceptances and interest bearing savings
deposits, which are issued by domestic banks, including foreign
branches of U.S. banks and U.S. branches of foreign banks subject
to the same regulation as U.S. banks.
GOVERNMENT PORTFOLIO
The Government Portfolio's investments may include:
-- marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;
-- adjustable rate obligations; and
-- repurchase agreements that are fully collateralized.
The Government Portfolio may commit up to 15% of its net assets
to the purchase of when-issued U.S. Government securities.
As a matter of operating policy, which may be changed without
shareholder approval, the Portfolio attempts to invest in
securities that Alliance believes are legal investments for
Federal credit unions as set forth in Sections 107(7) and (8) of
the Federal Credit Union Act and Part 703 of the National Credit
Union Administration regulations.
TAX-FREE PORTFOLIO
The Tax-Free Portfolio seeks maximum current income that is
exempt from Federal income taxes by investing principally in a
diversified portfolio of high-grade municipal securities. The
Portfolio's income may be subject to state or local income taxes.
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The Portfolio will limit its investments so that no more than 20%
of its total income is derived from municipal securities that
bear interest subject to the Federal alternative minimum tax.
MUNICIPAL SECURITIES. The Tax-Free Portfolio's investments in
municipal securities include municipal notes and short-term
municipal bonds. Municipal notes are generally used to provide
for short-term capital needs and generally have maturities of 397
days or less. Examples include tax anticipation and revenue
anticipation notes, which are generally issued in anticipation of
various seasonal revenues, bond anticipation notes, and tax-
exempt commercial paper. Short-term municipal bonds may include
general obligation bonds, which are secured by the issuer's
pledge of its faith, credit, and taxing power for payment of
principal and interest, and revenue bonds, which are generally
paid from the revenues of a particular facility or a specific
excise or other source.
The Tax-Free Portfolio may invest in adjustable rate obligations
whose interest rates are adjusted either at predesignated
periodic intervals or whenever there is a change in the market
rate to which the security's interest rate is tied. These
adjustments tend to minimize changes in the market value of the
obligation and, accordingly, enhance the ability of the Portfolio
to maintain a stable net asset value. Variable rate securities
purchased may include participation interests in private activity
bonds backed by letters of credit of Federal Deposit Insurance
Corporation member banks having total assets of more than $1
billion.
The Tax-Free Portfolio's municipal securities at the time of
purchase are rated within the two highest quality ratings of
Moody's or Standard & Poor's or judged by Alliance to be of
comparable quality. Securities also must meet credit standards
applied by Alliance.
The quality and liquidity of the Tax-Free Portfolio's investments
in municipal securities are supported by credit and liquidity
enhancements, such as letters of credit, from third-party
financial institutions. The Portfolio continuously monitors the
credit quality of third parties; however, changes in the credit
quality of these financial institution could cause the
Portfolio's investments backed by that institution to lose value
and affect the Portfolio's share price.
The Tax-Free Portfolio also may invest in stand-by commitments,
which may involve certain expenses and risks, but the Portfolio
does not expect its investment in stand-by commitments to
comprise a significant portion of its investments. The Portfolio
may commit up to 15% of its net assets to the purchase of when-
issued securities.
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TAXABLE INVESTMENTS. The Tax-Free Portfolio may invest in
taxable instruments including obligations of the U.S. Government
and its agencies, high-quality certificates of deposit and
bankers' acceptances, prime commercial paper, and repurchase
agreements.
TREASURY PORTFOLIO
The Treasury Portfolio's investments may include:
-- issues of the U.S. Treasury, such as bills, certificates
of indebtedness, notes and bonds;
-- adjustable rate obligations; and
-- repurchase agreements that are fully collateralized.
The Treasury Portfolio may commit up to 15% of its net assets to
the purchase of when-issued U.S. Treasury securities.
As a matter of operating policy, which may be changed without
shareholder approval, the Portfolio (i) attempts to invest in
securities that comply with the requirements of New Jersey
Statutes Section 18A:20-37 so that it will be an eligible
investment for boards of education and other local government
units within the state of New Jersey, and (ii) does not invest in
securities maintained under the U.S. Treasury STRIPS program or
enter into repurchase agreements involving these types of
securities.
RISK CONSIDERATIONS
The Portfolios' primary risks are interest rate risk and credit
risk. Because the Portfolios invest in short-term securities, a
decline in interest rates will affect the Portfolios' yields as
these securities mature or are sold and the Portfolios purchase
new short-term securities with lower yields. Generally, an
increase in interest rates causes the value of a debt instrument
to decrease. The change in value for shorter-term securities is
usually smaller than for securities with longer maturities.
Because the Portfolios invest in securities with short maturities
and seek to maintain a stable net asset value of $1.00 per share,
it is possible, though unlikely, that an increase in interest
rates would change the value of your investment.
Credit risk is the possibility that a security's credit rating
will be downgraded or that the issuer of the security will
default (fail to make scheduled interest and principal payments).
The Portfolios invest in highly-rated securities to minimize
credit risk.
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The Portfolios may invest up to 10% of their net assets in
illiquid securities. Investments in illiquid securities may be
subject to liquidity risk, which is the risk that, under certain
circumstances, particular investments may be difficult to sell at
an advantageous price. Illiquid restricted securities also are
subject to the risk that the Portfolio may be unable to sell the
security due to legal or contractual restrictions on resale.
The Portfolios' investments in U.S. dollar-denominated
obligations (or credit and liquidity enhancements) of foreign
branches of U.S. banks, U.S. branches of foreign banks, and
commercial paper of foreign companies may be subject to foreign
risk. Foreign securities issuers are usually not subject to the
same degree of regulation as U.S. issuers. Reporting,
accounting, and auditing standards of foreign countries differ,
in some cases, significantly from U.S. standards. Foreign risk
includes nationalization, expropriation or confiscatory taxation,
political changes or diplomatic developments that could adversely
affect a Portfolio's investments.
The Portfolios also are subject to management risk because they
are actively managed portfolios. Alliance will apply its
investment techniques and risk analyses in making investment
decisions for the Portfolios, but there is no guarantee that its
techniques will produce the intended result.
The Tax-Free Portfolio faces municipal market risk. This is the
risk that special factors may adversely affect the value of
municipal securities and have a significant effect on the value
of the Portfolio's investments. These factors include political
or legislative changes, uncertainties related to the tax status
of municipal securities, or the rights of investors in these
securities. The Portfolio's investments in certain municipal
securities with principal and interest payments that are made
from the revenues of a specific project or facility, and not
general tax revenues, may have increased risks. Factors
affecting the project or facility, such as local business or
economic conditions, could have a significant effect on the
project's ability to make payments of principal and interest on
these securities.
YEAR 2000: Many computer systems and applications in use today
process transactions using two-digit date fields for the year of
the transaction, rather than the full four digits. If these
systems are not modified or replaced, transactions occurring
after 1999 could be processed as year "1900," which could result
in processing inaccuracies and computer system failures at or
after the year 2000. This is commonly known as the Year 2000
problem. The Portfolios and their major service providers,
including Alliance, utilize a number of computer systems and
applications that have been either developed internally or
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licensed from third-party suppliers. In addition, the Portfolios
and their major service providers, including Alliance, are
dependent on third-party suppliers for certain systems
applications and for electronic receipt of information. Should
any of the computer systems employed by the Portfolios or their
major service providers fail to process Year 2000 related
information properly, that could have a significant negative
impact on the Portfolios' operations and the services that are
provided to the Portfolios' shareholders. To the extent that the
operations of issuers of securities held by the Portfolios are
impaired by the Year 2000 problem, or prices of securities held
by the Portfolios decline as a result of real or perceived
problems relating to the Year 2000 problem, the value of the
Portfolios' shares may be materially affected. In addition, for
the Portfolios' investments in foreign markets, it is possible
that foreign companies and markets will not be as prepared for
Year 2000 as domestic companies and markets.
The Year 2000 issue is a high priority for the Portfolios and
Alliance. The Portfolios have been advised that, during 1997,
Alliance began a formal Year 2000 initiative which established a
structured and coordinated process to deal with the Year 2000
issue. As part of its initiative, Alliance established a Year
2000 project office to manage the Year 2000 initiative, focusing
on both information technology and non-information technology
systems. Alliance has also retained the services of a number of
consulting firms that have expertise in advising and assisting
with regard to Year 2000 issues. Alliance reports that by June
30, 1998 it had completed its inventory and assessment of its
domestic and international computer systems and applications,
identified mission critical systems and non-mission critical
systems and determined which of these systems were not Year 2000
compliant. All third-party suppliers of mission critical
computer systems and applications have been contacted to verify
whether their systems and applications will be Year 2000
compliant and their responses are being evaluated. Substantially
all of those contacted have responded and approximately 90% have
informed Alliance that their systems and applications are or will
be Year 2000 compliant. Alliance will seek alternative solutions
or third-party suppliers for all suppliers who do not furnish a
satisfactory response by [June 30, 1999]. The same process is
being performed for non-mission critical systems with estimated
completion by [June 30, 1999]. Alliance has remediated, replaced
or retired all of its non-compliant mission critical systems and
applications that can affect the Portfolios. The same process is
being performed for non-mission critical systems and is estimated
to be completed by [June 30, 1999]. After each system has been
remediated, it is tested with 19XX dates to determine if it still
performs its intended business function correctly. Next, each
system undergoes a simulation test using dates occurring after
December 31, 1999. Inclusive of the replacement and retirement
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of some of its systems, Alliance has completed these testing
phases for approximately 98% of mission critical systems and
approximately 89% of non-mission critical systems. Integrated
systems tests will then be conducted to verify that the systems
will continue to work together. Full integration testing of all
mission critical and non-mission critical systems is estimated to
be completed by [June 30, 1999]. Testing of interfaces with
third-party suppliers has begun and will continue throughout
1999. Alliance reports that it has completed an inventory of its
facilities and related technology applications and has begun to
evaluate and test these systems. Alliance reports that it
anticipates that these systems will be fully operable in the year
2000. Alliance, with the assistance of a consulting firm, is
developing Year 2000 specific contingency plans with emphasis on
mission critical functions. These plans seek to provide
alternative methods of processing in the event of a failure that
is outside Alliance's control. The estimated date for the
completion of these plans is [June 30, 1999].
There are many risks associated with Year 2000 issues, including
the risks that the computer systems and applications used by the
Portfolios and their major service providers, including Alliance,
will not operate as intended and that the systems and
applications of third-party providers to the Portfolios and their
service providers will not be Year 2000 compliant. Likewise
there can be no assurance the compliance schedules outlined above
will be met or that the actual cost incurred will not exceed
current cost estimates. Should the significant computer systems
and applications used by the Portfolios and their major service
providers or the systems of their important third-party suppliers
be unable to process date-sensitive information accurately after
1999, the Portfolios and Alliance or the Portfolios' other
service providers may be unable to conduct their normal business
operations and to provide shareholders with required services.
In addition, the Portfolios and their service providers might
incur unanticipated expenses, regulatory actions and legal
liabilities. The Portfolios and Alliance cannot determine which
risks, if any, are most reasonably likely to occur or the effects
of any particular failure to be Year 2000 compliant.
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MANAGEMENT OF THE PORTFOLIOS
The Portfolios' Adviser is Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105. Alliance is a
leading international investment adviser supervising client
accounts with assets as of March 31, 1999 totaling more than $301
billion (of which approximately $127 billion represented assets
of investment companies). Alliance's clients are primarily major
corporate employee benefit plans, public employee retirement
systems, investment companies, foundations, and endowment funds.
The 54 registered investment companies, with more than 119
separate portfolios, managed by Alliance currently have over 4
million shareholder accounts. As of March 31, 1999, Alliance was
retained as investment manager for over 30 of the FORTUNE 100
companies.
Alliance provides investment advisory services and order
placement facilities for the Portfolios. For these advisory
services, each Portfolio paid Alliance, for the fiscal year ended
April 30, 1999, as a percentage of average daily net assets,
.20%.
Alliance may make payments from time to time from its own
resources, which may include the management fees paid by the
Portfolios to compensate broker-dealers, depository institutions,
or other persons for providing distribution assistance and
administrative services and to otherwise promote the sale of
Class A shares of the Portfolios, including paying for the
preparation, printing, and distribution of prospectuses and sales
literature or other promotional activities. Financial
intermediaries may receive different compensation for selling the
Portfolios' Class A shares and Class B and Class C shares, which
are not offered in this prospectus.
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PURCHASE AND SALE OF SHARES
HOW THE PORTFOLIOS VALUE THEIR SHARES
Each of the Portfolios' net asset value or NAV is expected to be
constant at $1.00 per share, although this price is not
guaranteed. The NAV is calculated at 12:00 noon and 4:00 p.m.,
Eastern time, each Portfolio business day (any weekday exclusive
of days the New York Stock Exchange or State Street Bank is
closed) except for the Tax-Free Portfolio, which is calculated at
12:00 noon, Eastern time.
To calculate NAV, the Portfolios' assets are valued and totaled,
liabilities subtracted and the balance, called net assets, is
divided by the number of shares outstanding. Each Portfolio
values its securities at their amortized cost. This method
involves valuing an instrument at its cost and thereafter
applying a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the investment.
HOW TO BUY SHARES
-- INITIAL INVESTMENT
You may purchase a Portfolio's shares directly from Alliance Fund
Services, Inc., or AFS, by calling 800-221-5672 and following the
procedures below.
- After you give AFS the following information, AFS
will provide you with an account number:
a) the name of the account;
b) the address of the account; and
c) the taxpayer identification number.
- After you receive an account number you may
purchase the Portfolio's shares by instructing your
bank to wire Federal funds to AFS exactly as
follows:
ABA 0110 0002 8
State Street Bank and Trust Company
Boston, MA 02101
Alliance Institutional Reserves, Inc. - Prime,
Government, Tax-Free or Treasury Portfolio
DDA 9903-279-9
Your account name
Your account number
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- Mail a completed Application Form to:
Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, New Jersey 07096-1520
The minimum investment amount is $1,000,000 in the aggregate
among the Portfolios. There is no minimum for subsequent
investments. The Portfolios reserve the right to vary the
minimum investment amounts.
-- APPLICATION FORM
- To obtain an Application Form, please telephone AFS
toll-free at (800) 237-5822. You also may obtain
information about the Form, purchasing shares, or
other Fund procedures by calling this number.
- If you decide to change instructions or any other
information already given on your Application Form,
send a written notice to AFS at the address above
with your signature guaranteed by a bank, a member
firm of a national stock exchange, or other
eligible guarantor institution.
-- SUBSEQUENT INVESTMENTS
You may purchase additional shares in a Portfolio by calling AFS
at the number set forth above and:
-- Instructing your bank to wire Federal funds to AFS
under the same procedures as described above for
initial purchases; or
-- Mailing your check or negotiable bank draft payable
to AFS at the address set forth above.
If you invest by a check drawn on a member of the Federal Reserve
System, the check will be converted to Federal funds in one
business day following receipt and then invested in the
Portfolio. If you invest by a check drawn on a bank that is not a
member of the Federal Reserve System, the check may take longer
to be converted and invested. All payments must be in U.S.
dollars.
HOW TO SELL SHARES
You may "redeem" your shares (i.e., sell your shares) on any
Portfolio business day by contacting AFS at (800) 237-5822. A
redemption must include your account name as registered with the
Portfolios and the account number. If AFS receives your
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telephone redemption order by 4:00 p.m., Eastern time, for the
Prime, Government and Treasury Portfolios and prior to 12:00
Noon, Eastern time, for the Tax-Free Portfolio, AFS will send the
proceeds in Federal funds by wire to your designated bank account
that day. If you recently purchased shares by check, you cannot
redeem your investment until AFS is reasonably satisfied the
check has cleared (which may take up to 15 days).
OTHER
Each Portfolio, except the Tax-Free Portfolio, has two
transaction times each Portfolio business day, 12:00 Noon and
4:00p.m., Eastern time. The Tax-Free Portfolio has one
transaction time each Portfolio business day, 12:00 Noon, Eastern
time. Investments receive the full dividend for a day if the
investor's telephone order is placed by 4:00 p.m., Eastern time,
for the Prime, Government or Treasury Portfolio and Federal funds
or bank wire monies are received by State Street Bank before 4:00
p.m. on that day. Investments receive the full dividend for a day
if the investor's telephone order is placed by 12:00 Noon,
Eastern time, and Federal funds or bank wire monies are secured
by State Street Bank before 4:00 p.m. on that day with respect to
the Tax-Free Portfolio.
Redemption proceeds are normally wired the same business day if a
redemption request is received prior to 4:00 p.m., Eastern time,
for the Prime, Government and Treasury Portfolios and 12:00 Noon,
Eastern Time, for the Tax-Free Portfolio, but in no event later
than seven days, unless redemptions have been suspended or
postponed due to the determination of an "emergency" by the
Securities and Exchange Commission or to certain other unusual
conditions. Shares do not earn dividends on the day a redemption
is effected.
A transaction, service, administrative or other similar fee may
be charged by your financial broker-dealer, agent, financial
representative or other financial intermediary with respect to
the purchase, sale or exchange of shares made through these
financial intermediaries. These financial intermediaries may
also impose requirements with respect to the purchase, sale or
exchange of shares that are different from, or in addition to,
those imposed by the Portfolios.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Portfolios' net income is calculated and paid daily as
dividends to shareholders. The dividends are automatically
invested in additional shares in your account. These additional
shares are entitled to dividends on following days resulting in
compounding growth of income. The Portfolios expect that their
distributions will primarily consist of net income, or, if any,
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short-term capital gains as opposed to long-term capital gains.
For Federal income tax purposes, the Portfolios' dividend
distributions of net income (or short-term capital gains) will be
taxable to you as ordinary income. Any capital gains
distributions may be taxable to you as capital gains. The
Portfolios' distributions also may be subject to certain state
and local taxes.
Distributions of tax-exempt interest income earned by the Tax-
Free Portfolio are not subject to Federal income tax (other than
the alternative minimum tax as described above), but may be
subject to state or local income taxes. Any exempt interest
dividends derived from interest on municipal securities subject
to the alternative minimum tax will be a tax preference item for
purposes of the Federal individual and corporate alternative
minimum tax.
Each year shortly after December 31, the Portfolios will send you
tax information stating the amount and type of all of its
distributions for the year.
GENERAL INFORMATION
The Portfolios reserve the right to close an account that through
redemption is, in the aggregate among Portfolios, less than
$500,000. The Portfolios will send shareholders 60 days' written
notice to increase the account value before the Portfolios close
the account.
During drastic economic or market developments, you might have
difficulty in reaching AFS by telephone, in which event you
should issue written instructions to AFS. AFS is not responsible
for the authenticity of telephone requests to purchase or sell
shares. AFS will employ reasonable procedures to verify that
telephone requests are genuine and could be liable for losses
resulting from unauthorized transactions if it failed to do so.
Dealers and agents may charge a commission for handling telephone
requests. The telephone service may be suspended or terminated
at any time without notice.
Shareholders requiring sub-accounting services should contact AFS
at (800) 237-5822 for a description of sub-accounting services
and fees.
19
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
a Portfolio's financial performance for the period of the
Portfolio's operations. Certain information reflects financial
information for a single Portfolio share. The total return in
the table represents the rate that an investor would have earned
(or lost) on an investment in the Portfolio (assuming investment
of all dividends and distributions). The information has been
audited by McGladrey & Pullen LLP, the Portfolios' independent
auditors, whose report, along with the Portfolios' financial
statements, appears in the SAI, which is available upon request.
PRIME PORTFOLIO
_______________________
Year Ended April 30
_______________________
1999
_____ 1998
_____ 1997
_____ 1996
_____ 1995
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
20
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the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
21
<PAGE>
GOVERNMENT PORTFOLIO
_________________________
Year Ended April 30
_________________________
1999
_____ 1998
_____ 1997
_____ 1996
_____ 1995
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
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<PAGE>
TAX-FREE PORTFOLIO
_______________________
Year Ended April 30
_______________________
1999
_____ 1998
_____ 1997
_____ 1996
_____ 1995
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
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<PAGE>
TREASURY PORTFOLIO
_______________________
June 29, 1998*
to
April 30, 1999
_______________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
24
<PAGE>
For more information about the Portfolios, the following
documents are available upon request:
- -- ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS
The Portfolios' annual and semi-annual reports to shareholders
contain additional information on the Portfolios' investments.
- -- STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Portfolios have an SAI, which contains more detailed
information about the Portfolios, including their operations and
investment policies. The Portfolios' SAI is incorporated by
reference into (and is legally part of) this prospectus.
You may request a free copy of a current annual/semi-annual
report or the SAI, by contacting your broker or other financial
intermediary, or by contacting Alliance:
BY MAIL: c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096
BY PHONE: For Information: (800) 824-1916
For Literature: (800) 824-1916
Or you may view or obtain these documents from the SEC:
IN PERSON: at the SEC's Public Reference Room in
Washington, D.C.
BY PHONE: 1-800-SEC-0330
BY MAIL: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)
ON THE INTERNET: www.sec.gov
You also may find more information about Alliance on the Internet
at: www.Alliancecapital.com.
25
<PAGE>
CLASS B PROSPECTUS
ALLIANCE INSTITUTIONAL RESERVES
PROSPECTUS
AUGUST 29, 1999
PRIME PORTFOLIO
GOVERNMENT PORTFOLIO
TAX-FREE PORTFOLIO
TREASURY PORTFOLIO
The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of this
prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY...........................................2
Performance and Bar Chart Information.....................3
Fees And Expenses Of The Portfolios.......................5
OTHER INFORMATION ABOUT THE PORTFOLIOS' OBJECTIVES, STRATEGIES,
AND RISKS.....................................................6
Investment Objectives and Strategies......................6
Prime Portfolio...........................................6
Government Portfolio......................................7
Tax-Free Portfolio........................................7
Treasury Portfolio........................................8
Risk Considerations.......................................9
MANAGEMENT OF THE PORTFOLIOS.................................12
PURCHASE AND SALE OF SHARES..................................13
How The Portfolios Value Their Shares....................13
How To Buy Shares........................................13
How To Sell Shares.......................................14
Other....................................................14
DIVIDENDS, DISTRIBUTIONS AND TAXES...........................14
DISTRIBUTION ARRANGEMENTS....................................15
GENERAL INFORMATION..........................................15
FINANCIAL HIGHLIGHTS.........................................16
<PAGE>
Alliance Institutional Reserves, Inc. consists of five distinct
Portfolios. This prospectus describes the Class B shares of four
of the Portfolios - the Prime Portfolio, Government Portfolio,
Tax-Free Portfolio and Treasury Portfolio. The Portfolios'
investment adviser is Alliance Capital Management L.P., a global
investment manager providing diversified services to institutions
and individuals through a broad line of investments including
more than 100 mutual funds.
RISK/RETURN SUMMARY
The following is a summary of certain key information about the
Portfolios. You will find additional information about the
Portfolios, including a detailed description of the risks of an
investment in each Portfolio, after this summary. This
prospectus has additional descriptions of the Portfolios'
investments in the discussion under "Other Information About the
Portfolios' Objectives, Strategies, and Risks." That section
also includes more information about the Portfolios, their
investments, and related risks.
OBJECTIVES: The investment objectives of each Portfolio are - in
the following order of priority - safety of principal, excellent
liquidity and maximum current income (exempt from Federal income
taxes to the extent described below in the case of the Tax-Free
Portfolio) to the extent consistent with the first two
objectives.
PRINCIPAL INVESTMENT STRATEGY: The Portfolios are "money market
funds" that seek to maintain a stable net asset value of $1.00
per share. Each Portfolio pursues its objectives by maintaining
a diversified portfolio of high-quality, U.S. dollar-denominated
money market securities.
PRINCIPAL RISKS: The principal risks of investing in the
Portfolios are:
-- INTEREST RATE RISK This is the risk that changes in
interest rates will affect the yield or value of the
Portfolios' investments in debt securities.
-- CREDIT RISK This is the risk that the issuer or
guarantor of a debt security, or the counterparty to a
derivatives contract, will be unable or unwilling to
make timely interest or principal payments, or to
otherwise honor its obligations. The degree of risk for
a particular security may by reflected in its credit
rating. Credit risk includes the possibility that any
of the Portfolios' investments will have its credit
ratings downgraded.
2
<PAGE>
ANOTHER IMPORTANT THING FOR YOU TO NOTE:
An investment in the Portfolios is not a deposit in a
bank and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government
agency. Although the Portfolios seek to preserve the
value of your investment at $1.00 per share, it is
possible to lose money by investing in the Portfolios.
3
<PAGE>
PERFORMANCE AND BAR CHART INFORMATION
For each Portfolio, the performance table shows the Portfolio's
average annual returns and the bar chart shows the Portfolio's
annual returns. The table and the bar chart provide an
indication of the historical risk of an investment in each
Portfolio by showing:
-- the Portfolio's average annual returns for one year and
the life of the Portfolio; and
-- changes in the Portfolio's performance from year to year
over the life of the Portfolio.
A Portfolio's past performance does not necessarily indicate how
it will perform in the future.
You may obtain current yield information for any Portfolio by
calling 1-800-221-9513 or your financial intermediary.
The information in the tables and bar charts are for the
Portfolios' Class A shares, which, although not offered in this
prospectus, have returns that are substantially similar to the
Portfolios' Class B shares because the classes invest in the same
portfolios of securities. The returns of the classes differ only
to the extent that the classes do not have the same expenses.
PRIME PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
GOVERNMENT PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
4
<PAGE>
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
TAX-FREE PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
TREASURY PORTFOLIO
There is no performance table or bar chart for the Treasury
Portfolio because it has not completed a full calendar year of
operations.
5
<PAGE>
FEES AND EXPENSES OF THE PORTFOLIOS
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Portfolios.
SHAREHOLDER TRANSACTION EXPENSES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
The Portfolios' Class B shares have no sales load on purchases or
reinvested dividends, deferred sales loads, or redemption or
exchange fees.
ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM PORTFOLIO ASSETS)
ANNUAL PORTFOLIO OPERATING EXPENSES
PRIME GOVERNMENT TAX-FREE TREASURY
Management Fees
12b-1 Fees
Other Expenses
Total Portfolio
Operating Expenses
Expense
Reimbursement*
Net Expenses
_______________
* Reflects Alliance's contractual reimbursement of a portion of
each Portfolio's operating expenses so that each Portfolio's
expense ratio does not exceed .30%.
EXAMPLES
The examples are to help you compare the cost of investing in a
Portfolio with the cost of investing in other funds. They assume
that you invest $10,000 in the Portfolio for the time periods
indicated and then redeem all of your shares at the end of those
periods. They also assume that your investment has a 5% return
each year, the Portfolio's operating expenses stay the same, and
all dividends and distributions are reinvested. Your actual
costs may be higher or lower.
6
<PAGE>
PRIME GOVERNMENT TAX-FREE TREASURY
1 Year
3 Years
5 Years
10 Years
7
<PAGE>
OTHER INFORMATION ABOUT THE PORTFOLIOS' OBJECTIVES, STRATEGIES,
AND RISKS
This section of the prospectus provides a more complete
description of the investment objectives and principal strategies
and risks of the Portfolios.
Please note:
-- Additional descriptions of each Portfolio's strategies
and investments, as well as other strategies and
investments not described below, may be found in the
Portfolios' Statement of Additional Information or SAI.
-- There can be no assurance that any Portfolio will
achieve its investment objectives.
INVESTMENT OBJECTIVES AND STRATEGIES
The investment objectives of each Portfolio are - in the
following order of priority - safety of principal, excellent
liquidity and maximum current income (exempt from Federal income
taxes to the extent described below in the case of the Tax-Free
Portfolio) to the extent consistent with the first two
objectives. As money market funds, the Portfolios must meet the
requirements of SEC Rule 2a-7. The Rule imposes strict
requirements on the investment quality, maturity, and
diversification of the Portfolios' investments. Under Rule 2a-7,
the Portfolios' investments must each have a remaining maturity
of no more than 397 days and the Portfolios must maintain an
average weighted maturity that does not exceed 90 days.
PRIME PORTFOLIO
The Prime Portfolio investments may include:
-- marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;
-- certificates of deposit, bankers' acceptances, and
interest bearing savings deposits that are issued or
guaranteed by (i) banks or savings and loans
associations that are members of the Federal Deposit
Insurance Corporation or (ii) foreign branches of U.S.
banks and U.S. branches of foreign banks that have total
assets of at least $1 billion (rated or determined by
Alliance to be of comparable quality);
-- high-quality commercial paper (rated or determined by
Alliance to be of comparable quality) issued by U.S. or
8
<PAGE>
foreign companies and participation interests in loans
extended to such companies;
-- adjustable rate obligations;
-- asset-backed securities;
-- restricted securities (i.e., securities subject to legal
or contractual restrictions on resale); and
-- repurchase agreements that are fully collateralized.
The Portfolio does not invest 25% or more of its assets in
securities of issuers conducting their principal business
activities in any one industry except for securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, or bank obligations, including certificates of
deposit, bankers' acceptances and interest bearing savings
deposits, which are issued by domestic banks, including foreign
branches of U.S. banks and U.S. branches of foreign banks subject
to the same regulation as U.S. banks.
GOVERNMENT PORTFOLIO
The Government Portfolio's investments may include:
-- marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;
-- adjustable rate obligations; and
-- repurchase agreements that are fully collateralized.
The Government Portfolio may commit up to 15% of its net assets
to the purchase of when-issued U.S. Government securities.
As a matter of operating policy, which may be changed without
shareholder approval, the Portfolio attempts to invest in
securities that Alliance believes are legal investments for
Federal credit unions as set forth in Sections 107(7) and (8) of
the Federal Credit Union Act and Part 703 of the National Credit
Union Administration regulations.
TAX-FREE PORTFOLIO
The Tax-Free Portfolio seeks maximum current income that is
exempt from Federal income taxes by investing principally in a
diversified portfolio of high-grade municipal securities. The
Portfolio's income may be subject to state or local income taxes.
9
<PAGE>
The Portfolio will limit its investments so that no more than 20%
of its total income is derived from municipal securities that
bear interest subject to the Federal alternative minimum tax.
MUNICIPAL SECURITIES. The Tax-Free Portfolio's investments in
municipal securities include municipal notes and short-term
municipal bonds. Municipal notes are generally used to provide
for short-term capital needs and generally have maturities of 397
days or less. Examples include tax anticipation and revenue
anticipation notes, which are generally issued in anticipation of
various seasonal revenues, bond anticipation notes, and tax-
exempt commercial paper. Short-term municipal bonds may include
general obligation bonds, which are secured by the issuer's
pledge of its faith, credit, and taxing power for payment of
principal and interest, and revenue bonds, which are generally
paid from the revenues of a particular facility or a specific
excise or other source.
The Tax-Free Portfolio may invest in adjustable rate obligations
whose interest rates are adjusted either at predesignated
periodic intervals or whenever there is a change in the market
rate to which the security's interest rate is tied. These
adjustments tend to minimize changes in the market value of the
obligation and, accordingly, enhance the ability of the Portfolio
to maintain a stable net asset value. Variable rate securities
purchased may include participation interests in private activity
bonds backed by letters of credit of Federal Deposit Insurance
Corporation member banks having total assets of more than $1
billion.
The Tax-Free Portfolio's municipal securities at the time of
purchase are rated within the two highest quality ratings of
Moody's or Standard & Poor's or judged by Alliance to be of
comparable quality. Securities also must meet credit standards
applied by Alliance.
The quality and liquidity of the Tax-Free Portfolio's investments
in municipal securities are supported by credit and liquidity
enhancements, such as letters of credit, from third-party
financial institutions. The Portfolio continuously monitors the
credit quality of third parties; however, changes in the credit
quality of these financial institution could cause the
Portfolio's investments backed by that institution to lose value
and affect the Portfolio's share price.
The Tax-Free Portfolio also may invest in stand-by commitments,
which may involve certain expenses and risks, but the Portfolio
does not expect its investment in stand-by commitments to
comprise a significant portion of its investments. The Portfolio
may commit up to 15% of its net assets to the purchase of when-
issued securities.
10
<PAGE>
TAXABLE INVESTMENTS. The Tax-Free Portfolio may invest in
taxable instruments including obligations of the U.S. Government
and its agencies, high-quality certificates of deposit and
bankers' acceptances, prime commercial paper, and repurchase
agreements.
TREASURY PORTFOLIO
The Treasury Portfolio's investments may include:
-- issues of the U.S. Treasury, such as bills, certificates
of indebtedness, notes and bonds;
-- adjustable rate obligations; and
-- repurchase agreements that are fully collateralized.
The Treasury Portfolio may commit up to 15% of its net assets to
the purchase of when-issued U.S. Treasury securities.
As a matter of operating policy, which may be changed without
shareholder approval, the Portfolio (i) attempts to invest in
securities that comply with the requirements of New Jersey
Statutes Section 18A:20-37 so that it will be an eligible
investment for boards of education and other local government
units within the state of New Jersey, and (ii) does not invest in
securities maintained under the U.S. Treasury STRIPS program or
enter into repurchase agreements involving these types of
securities.
RISK CONSIDERATIONS
The Portfolios' primary risks are interest rate risk and credit
risk. Because the Portfolios invest in short-term securities, a
decline in interest rates will affect the Portfolios' yields as
these securities mature or are sold and the Portfolios purchase
new short-term securities with lower yields. Generally, an
increase in interest rates causes the value of a debt instrument
to decrease. The change in value for shorter-term securities is
usually smaller than for securities with longer maturities.
Because the Portfolios invest in securities with short maturities
and seek to maintain a stable net asset value of $1.00 per share,
it is possible, though unlikely, that an increase in interest
rates would change the value of your investment.
Credit risk is the possibility that a security's credit rating
will be downgraded or that the issuer of the security will
default (fail to make scheduled interest and principal payments).
The Portfolios invest in highly-rated securities to minimize
credit risk.
11
<PAGE>
The Portfolios may invest up to 10% of their net assets in
illiquid securities. Investments in illiquid securities may be
subject to liquidity risk, which is the risk that, under certain
circumstances, particular investments may be difficult to sell at
an advantageous price. Illiquid restricted securities also are
subject to the risk that the Portfolio may be unable to sell the
security due to legal or contractual restrictions on resale.
The Portfolios' investments in U.S. dollar-denominated
obligations (or credit and liquidity enhancements) of foreign
branches of U.S. banks, U.S. branches of foreign banks, and
commercial paper of foreign companies may be subject to foreign
risk. Foreign securities issuers are usually not subject to the
same degree of regulation as U.S. issuers. Reporting,
accounting, and auditing standards of foreign countries differ,
in some cases, significantly from U.S. standards. Foreign risk
includes nationalization, expropriation or confiscatory taxation,
political changes or diplomatic developments that could adversely
affect a Portfolio's investments.
The Portfolios also are subject to management risk because they
are actively managed portfolios. Alliance will apply its
investment techniques and risk analyses in making investment
decisions for the Portfolios, but there is no guarantee that its
techniques will produce the intended result.
The Tax-Free Portfolio faces municipal market risk. This is the
risk that special factors may adversely affect the value of
municipal securities and have a significant effect on the value
of the Portfolio's investments. These factors include political
or legislative changes, uncertainties related to the tax status
of municipal securities, or the rights of investors in these
securities. The Portfolio's investments in certain municipal
securities with principal and interest payments that are made
from the revenues of a specific project or facility, and not
general tax revenues, may have increased risks. Factors
affecting the project or facility, such as local business or
economic conditions, could have a significant effect on the
project's ability to make payments of principal and interest on
these securities.
YEAR 2000: Many computer systems and applications in use today
process transactions using two-digit date fields for the year of
the transaction, rather than the full four digits. If these
systems are not modified or replaced, transactions occurring
after 1999 could be processed as year "1900," which could result
in processing inaccuracies and computer system failures at or
after the year 2000. This is commonly known as the Year 2000
problem. The Portfolios and their major service providers,
including Alliance, utilize a number of computer systems and
applications that have been either developed internally or
12
<PAGE>
licensed from third-party suppliers. In addition, the Portfolios
and their major service providers, including Alliance, are
dependent on third-party suppliers for certain systems
applications and for electronic receipt of information. Should
any of the computer systems employed by the Portfolios or their
major service providers fail to process Year 2000 related
information properly, that could have a significant negative
impact on the Portfolios' operations and the services that are
provided to the Portfolios' shareholders. To the extent that the
operations of issuers of securities held by the Portfolios are
impaired by the Year 2000 problem, or prices of securities held
by the Portfolios decline as a result of real or perceived
problems relating to the Year 2000 problem, the value of the
Portfolios' shares may be materially affected. In addition, for
the Portfolios' investments in foreign markets, it is possible
that foreign companies and markets will not be as prepared for
Year 2000 as domestic companies and markets.
The Year 2000 issue is a high priority for the Portfolios and
Alliance. The Portfolios have been advised that, during 1997,
Alliance began a formal Year 2000 initiative which established a
structured and coordinated process to deal with the Year 2000
issue. As part of its initiative, Alliance established a Year
2000 project office to manage the Year 2000 initiative, focusing
on both information technology and non-information technology
systems. Alliance has also retained the services of a number of
consulting firms that have expertise in advising and assisting
with regard to Year 2000 issues. Alliance reports that by June
30, 1998 it had completed its inventory and assessment of its
domestic and international computer systems and applications,
identified mission critical systems and non-mission critical
systems and determined which of these systems were not Year 2000
compliant. All third-party suppliers of mission critical
computer systems and applications have been contacted to verify
whether their systems and applications will be Year 2000
compliant and their responses are being evaluated. Substantially
all of those contacted have responded and approximately 90% have
informed Alliance that their systems and applications are or will
be Year 2000 compliant. Alliance will seek alternative solutions
or third-party suppliers for all suppliers who do not furnish a
satisfactory response by [June 30, 1999]. The same process is
being performed for non-mission critical systems with estimated
completion by [June 30, 1999]. Alliance has remediated, replaced
or retired all of its non-compliant mission critical systems and
applications that can affect the Portfolios. The same process is
being performed for non-mission critical systems and is estimated
to be completed by [June 30, 1999]. After each system has been
remediated, it is tested with 19XX dates to determine if it still
performs its intended business function correctly. Next, each
system undergoes a simulation test using dates occurring after
December 31, 1999. Inclusive of the replacement and retirement
13
<PAGE>
of some of its systems, Alliance has completed these testing
phases for approximately 98% of mission critical systems and
approximately 89% of non-mission critical systems. Integrated
systems tests will then be conducted to verify that the systems
will continue to work together. Full integration testing of all
mission critical and non-mission critical systems is estimated to
be completed by [June 30, 1999]. Testing of interfaces with
third-party suppliers has begun and will continue throughout
1999. Alliance reports that it has completed an inventory of its
facilities and related technology applications and has begun to
evaluate and test these systems. Alliance reports that it
anticipates that these systems will be fully operable in the year
2000. Alliance, with the assistance of a consulting firm, is
developing Year 2000 specific contingency plans with emphasis on
mission critical functions. These plans seek to provide
alternative methods of processing in the event of a failure that
is outside Alliance's control. The estimated date for the
completion of these plans is [June 30, 1999].
There are many risks associated with Year 2000 issues, including
the risks that the computer systems and applications used by the
Portfolios and their major service providers, including Alliance,
will not operate as intended and that the systems and
applications of third-party providers to the Portfolios and their
service providers will not be Year 2000 compliant. Likewise
there can be no assurance the compliance schedules outlined above
will be met or that the actual cost incurred will not exceed
current cost estimates. Should the significant computer systems
and applications used by the Portfolios and their major service
providers or the systems of their important third-party suppliers
be unable to process date-sensitive information accurately after
1999, the Portfolios and Alliance or the Portfolios' other
service providers may be unable to conduct their normal business
operations and to provide shareholders with required services.
In addition, the Portfolios and their service providers might
incur unanticipated expenses, regulatory actions and legal
liabilities. The Portfolios and Alliance cannot determine which
risks, if any, are most reasonably likely to occur or the effects
of any particular failure to be Year 2000 compliant.
14
<PAGE>
MANAGEMENT OF THE PORTFOLIOS
The Portfolios' Adviser is Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105. Alliance is a
leading international investment adviser supervising client
accounts with assets as of March 31, 1999 totaling more than $301
billion (of which approximately $127 billion represented assets
of investment companies). Alliance's clients are primarily major
corporate employee benefit plans, public employee retirement
systems, investment companies, foundations, and endowment funds.
The 54 registered investment companies, with more than 119
separate portfolios, managed by Alliance currently have over four
million shareholder accounts. As of March 31, 1999, Alliance was
retained as investment manager for over 30 of the FORTUNE 100
companies.
Alliance provides investment advisory services and order
placement facilities for the Portfolios. For these advisory
services, each Portfolio paid Alliance, for the fiscal year ended
April 30, 1999, as a percentage of average daily net assets,
.20%.
Alliance may make payments from time to time from its own
resources, which may include the management fees paid by the
Portfolios to compensate broker-dealers, depository institutions,
or other persons for providing distribution assistance and
administrative services and to otherwise promote the sale of
Class B shares of the Portfolios, including paying for the
preparation, printing, and distribution of prospectuses and sales
literature or other promotional activities.
15
<PAGE>
PURCHASE AND SALE OF SHARES
HOW THE PORTFOLIOS VALUE THEIR SHARES
Each of the Portfolios' net asset value or NAV is expected to be
constant at $1.00 per share, although this price is not
guaranteed. The NAV is calculated at 12:00 noon and 4:00 p.m.,
Eastern time, each Portfolio business day (any weekday exclusive
of days the New York Stock Exchange or State Street Bank is
closed) except for the Tax-Free Portfolio, which is calculated at
12:00 noon, Eastern time.
To calculate NAV, the Portfolios' assets are valued and totaled,
liabilities subtracted and the balance, called net assets, is
divided by the number of shares outstanding. Each Portfolio
values its securities at their amortized cost. This method
involves valuing an instrument at its cost and thereafter
applying a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the investment.
HOW TO BUY SHARES
-- INITIAL INVESTMENT
You may purchase Class B shares through your financial
intermediary by instructing the intermediary to invest in one or
more of the Portfolios.
The minimum investment amount is $1,000,000 in the aggregate
among the Portfolios. There is no minimum for subsequent
investments. The Portfolios reserve the right to vary the
minimum amounts.
-- SUBSEQUENT INVESTMENTS
- By Check:
Mail or deliver your check or negotiable draft
payable to your financial intermediary, who will
deposit it into the Portfolio(s). Please designate
the appropriate Portfolio and indicate your
brokerage account number, if applicable, on the
check or draft.
- By Sweep:
Your financial intermediary may offer an automatic
"sweep" for the Portfolio in the operation of
brokerage cash accounts for its customers. Contact
16
<PAGE>
your financial intermediary to determine if a sweep
is available and what the sweep requirements are.
If you invest by a check drawn on a member of the Federal Reserve
System, the check will be converted to Federal funds in one
business day following receipt and then invested in the
Portfolio. If you invest by a check drawn on a bank that is not a
member of the Federal Reserve System, the check may take longer
to be converted and invested. All payments must be in U.S.
dollars.
HOW TO SELL SHARES
You may "redeem" your shares (i.e., sell your shares) on any
Portfolio business day by contacting your financial intermediary.
If your redemption request is received prior to 4:00 p.m.,
Eastern time, for the Prime, Government and Treasury Portfolios
and prior to 12:00 noon, Eastern time, for the Tax-Free
Portfolio, your redemption proceeds normally will be wired the
same business day. If you recently purchased shares by check,
you cannot redeem your investment until the Portfolio is
reasonably satisfied the check has cleared (which may take up to
15 days).
If your financial intermediary offers an automatic sweep
arrangement, you also may redeem your shares by sweep. The sweep
will automatically transfer from your Portfolio account
sufficient amounts to cover security purchases in your brokerage
account.
OTHER
Each Portfolio, except the Tax-Free Portfolio, has two
transaction times each Portfolio business day, 12:00 Noon and
4:00p.m., Eastern time. The Tax-Free Portfolio has one
transaction time each Portfolio business day, 12:00 Noon, Eastern
time. Investments receive the full dividend for a day if the
investor's telephone order is placed by 4:00 p.m., Eastern time,
for the Prime, Government or Treasury Portfolio and Federal funds
or bank wire monies are received by State Street Bank before 4:00
p.m. on that day. Investments receive the full dividend for a day
if the investor's telephone order is placed by 12:00 Noon,
Eastern time, and Federal funds or bank wire monies are secured
by State Street Bank before 4:00 p.m. on that day with respect to
the Tax-Free Portfolio.
Redemption proceeds are normally wired the same business day if a
redemption request is received prior to 4:00 p.m., Eastern time,
for the Prime, Government and Treasury Portfolios and 12:00 Noon,
Eastern Time, for the Tax-Free Portfolio, but in no event later
than seven days, unless redemptions have been suspended or
17
<PAGE>
postponed due to the determination of an "emergency" by the
Securities and Exchange Commission or to certain other unusual
conditions. Shares do not earn dividends on the day a redemption
is effected.
A transaction, service, administrative or other similar fee may
be charged by your financial broker-dealer, agent, financial
representative or other financial intermediary with respect to
the purchase, sale or exchange of shares made through these
financial intermediaries. These financial intermediaries may
also impose requirements with respect to the purchase, sale or
exchange of shares that are different from, or in addition to,
those imposed by the Portfolios.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Portfolios' net income is calculated and paid daily as
dividends to shareholders. The dividends are automatically
invested in additional shares in your account. These additional
shares are entitled to dividends on following days resulting in
compounding growth of income. The Portfolios expect that their
distributions will primarily consist of net income, or, if any,
short-term capital gains as opposed to long-term capital gains.
For Federal income tax purposes, the Portfolios' dividend
distributions of net income (or short-term capital gains) will be
taxable to you as ordinary income. Any capital gains
distributions may be taxable to you as capital gains. The
Portfolios' distributions also may be subject to certain state
and local taxes.
Distributions of tax-exempt interest income earned by the Tax-
Free Portfolio are not subject to Federal income tax (other than
the alternative minimum tax as described above), but may be
subject to state or local income taxes. Any exempt interest
dividends derived from interest on municipal securities subject
to the alternative minimum tax will be a tax preference item for
purposes of the Federal individual and corporate alternative
minimum tax.
Each year shortly after December 31, the Portfolios will send you
tax information stating the amount and type of all of its
distributions for the year.
DISTRIBUTION ARRANGEMENTS
The Fund has adopted a plan under SEC Rule 12b-1 that allows the
Portfolios to pay asset-based sales charges or distribution and
service fees in connection with the distribution of each
Portfolio's Class B shares. The amount of these fees for the
Portfolios' Class B shares is .10% as a percentage of aggregate
average daily net assets. Because these fees are paid out of the
18
<PAGE>
Portfolios' assets on an on-going basis, over time these fees
will increase the cost of your investment and may cost you more
than paying other types of sales fees. Financial intermediaries
may receive different compensation for selling the Portfolios'
Class B shares and Class A and Class C shares, which are not
offered in this prospectus.
GENERAL INFORMATION
The Portfolios reserve the right to close an account that through
redemption is, in the aggregate among Portfolios, less than
$500,000. The Portfolios will send shareholders 60 days' written
notice to increase the account value before the Portfolios close
the account.
During drastic economic or market developments, you might have
difficulty in reaching Alliance Fund Services, Inc., or AFS, by
telephone, in which event you should issue written instructions
to AFS. AFS is not responsible for the authenticity of telephone
requests to purchase or sell shares. AFS will employ reasonable
procedures to verify that telephone requests are genuine and
could be liable for losses resulting from unauthorized
transactions if it failed to do so. Dealers and agents may
charge a commission for handling telephone requests. The
telephone service may be suspended or terminated at any time
without notice.
19
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
a Portfolio's financial performance for the period of the
Portfolio's operations. Certain information reflects financial
information for a single Portfolio share. The total return in
the table represents the rate that an investor would have earned
(or lost) on an investment in the Portfolio (assuming investment
of all dividends and distributions). The information has been
audited by McGladrey & Pullen LLP, the Portfolios' independent
auditors, whose report, along with the Portfolios' financial
statements, appears in the SAI, which is available upon request.
PRIME PORTFOLIO
______________________
June 29, 1998*
to
April 30, 1999
______________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
________________________
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
20
<PAGE>
at net asset value during the period, and redemption on the
last day of period.
21
<PAGE>
GOVERNMENT PORTFOLIO
_____________________
June 29, 1998*
to
April 30, 1999
_____________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
________________________
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
22
<PAGE>
TAX-FREE PORTFOLIO
______________________
June 29, 1998*
to
April 30, 1999
______________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
_______________________
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
23
<PAGE>
TREASURY PORTFOLIO
_______________________
June 29, 1998*
to
April 30, 1999
_______________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
_______________________
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
24
<PAGE>
For more information about the Portfolios, the following
documents are available upon request:
- -- ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS
The Portfolios' annual and semi-annual reports to shareholders
contain additional information on the Portfolios' investments.
- -- STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Portfolios have an SAI, which contains more detailed
information about the Portfolios, including their operations and
investment policies. The Portfolios' SAI is incorporated by
reference into (and is legally part of) this prospectus.
You may request a free copy of a current annual/semi-annual
report or the SAI, by contacting your broker or other financial
intermediary, or by contacting Alliance:
BY MAIL: c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096
BY PHONE: For Information: (800) 824-1916
For Literature: (800) 824-1916
Or you may view or obtain these documents from the SEC:
IN PERSON: at the SEC's Public Reference Room in
Washington, D.C.
BY PHONE: 1-800-SEC-0330
BY MAIL: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)
ON THE INTERNET: www.sec.gov
You also may find more information about Alliance on the Internet
at: www.Alliancecapital.com.
25
<PAGE>
CLASS C PROSPECTUS
ALLIANCE INSTITUTIONAL RESERVES
PROSPECTUS
AUGUST 29, 1999
PRIME PORTFOLIO
GOVERNMENT PORTFOLIO
TAX-FREE PORTFOLIO
TREASURY PORTFOLIO
The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of this
prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY..........................................2
Performance and Bar Chart Information....................3
Fees And Expenses Of The Portfolios......................5
OTHER INFORMATION ABOUT THE PORTFOLIOS' OBJECTIVES,
STRATEGIES, AND RISKS........................................6
Investment Objectives and Strategies.....................6
Prime Portfolio..........................................6
Government Portfolio.....................................7
Tax-Free Portfolio.......................................7
Treasury Portfolio.......................................8
Risk Considerations......................................9
MANAGEMENT OF THE PORTFOLIOS................................12
PURCHASE AND SALE OF SHARES.................................13
How The Portfolios Value Their Shares...................13
How To Buy Shares.......................................13
How To Sell Shares......................................14
Other...................................................14
DIVIDENDS, DISTRIBUTIONS AND TAXES..........................15
DISTRIBUTION ARRANGEMENTS...................................15
GENERAL INFORMATION.........................................16
FINANCIAL HIGHLIGHTS17
<PAGE>
Alliance Institutional Reserves, Inc. consists of five distinct
Portfolios. This prospectus describes the Class C shares of four
of the Portfolios - the Prime Portfolio, Government Portfolio,
Tax-Free Portfolio and Treasury Portfolio. The Portfolios'
investment adviser is Alliance Capital Management L.P., a global
investment manager providing diversified services to institutions
and individuals through a broad line of investments including
more than 100 mutual funds.
RISK/RETURN SUMMARY
The following is a summary of certain key information about the
Portfolios. You will find additional information about the
Portfolios, including a detailed description of the risks of an
investment in each Portfolio, after this summary. This
prospectus has additional descriptions of the Portfolios'
investments in the discussion under "Other Information About the
Portfolios' Objectives, Strategies, and Risks." That section
also includes more information about the Portfolios, their
investments, and related risks.
OBJECTIVES: The investment objectives of each Portfolio are - in
the following order of priority - safety of principal, excellent
liquidity and maximum current income (exempt from Federal income
taxes to the extent described below in the case of the Tax-Free
Portfolio) to the extent consistent with the first two
objectives.
PRINCIPAL INVESTMENT STRATEGY: The Portfolios are "money market
funds" that seek to maintain a stable net asset value of $1.00
per share. Each Portfolio pursues its objectives by maintaining
a diversified portfolio of high-quality, U.S. dollar-denominated
money market securities.
PRINCIPAL RISKS: The principal risks of investing in the
Portfolios are:
-- INTEREST RATE RISK This is the risk that changes in
interest rates will affect the yield or value of the
Portfolios' investments in debt securities.
-- CREDIT RISK This is the risk that the issuer or
guarantor of a debt security, or the counterparty to a
derivatives contract, will be unable or unwilling to
make timely interest or principal payments, or to
otherwise honor its obligations. The degree of risk for
a particular security may by reflected in its credit
rating. Credit risk includes the possibility that any
of the Portfolios' investments will have its credit
ratings downgraded.
1
<PAGE>
ANOTHER IMPORTANT THING FOR YOU TO NOTE:
An investment in the Portfolios is not a deposit in a
bank and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government
agency. Although the Portfolios seek to preserve the
value of your investment at $1.00 per share, it is
possible to lose money by investing in the Portfolios.
2
<PAGE>
PERFORMANCE AND BAR CHART INFORMATION
For each Portfolio, the performance table shows the Portfolio's
average annual returns and the bar chart shows the Portfolio's
annual returns. The table and the bar chart provide an
indication of the historical risk of an investment in each
Portfolio by showing:
-- the Portfolio's average annual returns for one year and
the life of the Portfolio; and
-- changes in the Portfolio's performance from year to year
over the life of the Portfolio.
A Portfolio's past performance does not necessarily indicate how
it will perform in the future.
You may obtain current yield information for any Portfolio by
calling 1-800-221-9513 or your financial intermediary.
The information in the tables and bar charts are for the
Portfolios' Class A shares, which, although not offered in this
prospectus, have returns that are substantially similar to the
Portfolios' Class C shares because the classes invest in the same
portfolios of securities. The returns of the classes differ only
to the extent that the classes do not have the same expenses.
PRIME PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
GOVERNMENT PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
3
<PAGE>
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
TAX-FREE PORTFOLIO
PERFORMANCE TABLE
[Insert Table]
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
TREASURY PORTFOLIO
There is no performance table or bar chart for the Treasury
Portfolio because it has not completed a full calendar year of
operations.
4
<PAGE>
FEES AND EXPENSES OF THE PORTFOLIOS
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Portfolios.
SHAREHOLDER TRANSACTION EXPENSES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT)
The Portfolios' Class C shares have no sales load on purchases or
reinvested dividends, deferred sales loads, or redemption or
exchange fees.
ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED
FROM PORTFOLIO ASSETS)
ANNUAL PORTFOLIO OPERATING EXPENSES
PRIME GOVERNMENT TAX-FREE TREASURY
Management Fees
12b-1 Fees
Other Expenses
Total Portfolio Operating Expenses
Expense Reimbursement*
Net Expenses
_______________
* Reflects Alliance's contractual reimbursement of a portion of
each Portfolio's operating expenses so that each Portfolio's
expense ratio does not exceed .45%.
EXAMPLES
The examples are to help you compare the cost of investing in a
Portfolio with the cost of investing in other funds. They assume
that you invest $10,000 in the Portfolio for the time periods
indicated and then redeem all of your shares at the end of those
periods. They also assume that your investment has a 5% return
each year, the Portfolio's operating expenses stay the same, and
all dividends and distributions are reinvested. Your actual
costs may be higher or lower.
5
<PAGE>
PRIME GOVERNMENT TAX-FREE TREASURY
1 Year
3 Years
5 Years
10 Years
6
<PAGE>
OTHER INFORMATION ABOUT THE PORTFOLIOS' OBJECTIVES, STRATEGIES,
AND RISKS
This section of the prospectus provides a more complete
description of the investment objectives and principal strategies
and risks of the Portfolios.
Please note:
-- Additional descriptions of each Portfolio's strategies
and investments, as well as other strategies and
investments not described below, may be found in the
Portfolios' Statement of Additional Information or SAI.
-- There can be no assurance that any Portfolio will
achieve its investment objectives.
INVESTMENT OBJECTIVES AND STRATEGIES
The investment objectives of each Portfolio are - in the
following order of priority - safety of principal, excellent
liquidity and maximum current income (exempt from Federal income
taxes to the extent described below in the case of the Tax-Free
Portfolio) to the extent consistent with the first two
objectives. As money market funds, the Portfolios must meet the
requirements of SEC Rule 2a-7. The Rule imposes strict
requirements on the investment quality, maturity, and
diversification of the Portfolios' investments. Under Rule 2a-7,
the Portfolios' investments must each have a remaining maturity
of no more than 397 days and the Portfolios must maintain an
average weighted maturity that does not exceed 90 days.
PRIME PORTFOLIO
The Prime Portfolio's investments may include:
-- marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;
-- certificates of deposit, bankers' acceptances, and
interest bearing savings deposits that are issued or
guaranteed by (i) banks or savings and loans
associations that are members of the Federal Deposit
Insurance Corporation or (ii) foreign branches of U.S.
banks and U.S. branches of foreign banks that have total
assets of at least $1 billion (rated or determined by
Alliance to be of comparable quality);
-- high-quality commercial paper (rated or determined by
Alliance to be of comparable quality) issued by U.S. or
7
<PAGE>
foreign companies and participation interests in loans
extended to such companies;
-- adjustable rate obligations;
-- asset-backed securities;
-- restricted securities (i.e., securities subject to legal
or contractual restrictions on resale); and
-- repurchase agreements that are fully collateralized.
The Portfolio does not invest 25% or more of its assets in
securities of issuers conducting their principal business
activities in any one industry except for securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, or bank obligations, including certificates of
deposit, bankers' acceptances and interest bearing savings
deposits, which are issued by domestic banks, including foreign
branches of U.S. banks and U.S. branches of foreign banks subject
to the same regulation as U.S. banks.
GOVERNMENT PORTFOLIO
The Government Portfolio's investments may include:
-- marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;
-- adjustable rate obligations; and
-- repurchase agreements that are fully collateralized.
The Government Portfolio may commit up to 15% of its net assets
to the purchase of when-issued U.S. Government securities.
As a matter of operating policy, which may be changed without
shareholder approval, the Portfolio attempts to invest in
securities that Alliance believes are legal investments for
Federal credit unions as set forth in Sections 107(7) and (8) of
the Federal Credit Union Act and Part 703 of the National Credit
Union Administration regulations.
TAX-FREE PORTFOLIO
The Tax-Free Portfolio seeks maximum current income that is
exempt from Federal income taxes by investing principally in a
diversified portfolio of high-grade municipal securities. The
Portfolio's income may be subject to state or local income taxes.
8
<PAGE>
The Portfolio will limit its investments so that no more than 20%
of its total income is derived from municipal securities that
bear interest subject to the Federal alternative minimum tax.
MUNICIPAL SECURITIES. The Tax-Free Portfolio's investments in
municipal securities include municipal notes and short-term
municipal bonds. Municipal notes are generally used to provide
for short-term capital needs and generally have maturities of 397
days or less. Examples include tax anticipation and revenue
anticipation notes, which are generally issued in anticipation of
various seasonal revenues, bond anticipation notes, and tax-
exempt commercial paper. Short-term municipal bonds may include
general obligation bonds, which are secured by the issuer's
pledge of its faith, credit, and taxing power for payment of
principal and interest, and revenue bonds, which are generally
paid from the revenues of a particular facility or a specific
excise or other source.
The Tax-Free Portfolio may invest in adjustable rate obligations
whose interest rates are adjusted either at predesignated
periodic intervals or whenever there is a change in the market
rate to which the security's interest rate is tied. These
adjustments tend to minimize changes in the market value of the
obligation and, accordingly, enhance the ability of the Portfolio
to maintain a stable net asset value. Variable rate securities
purchased may include participation interests in private activity
bonds backed by letters of credit of Federal Deposit Insurance
Corporation member banks having total assets of more than $1
billion.
The Tax-Free Portfolio's municipal securities at the time of
purchase are rated within the two highest quality ratings of
Moody's or Standard & Poor's or judged by Alliance to be of
comparable quality. Securities also must meet credit standards
applied by Alliance.
The quality and liquidity of the Tax-Free Portfolio's investments
in municipal securities are supported by credit and liquidity
enhancements, such as letters of credit, from third-party
financial institutions. The Portfolio continuously monitors the
credit quality of third parties; however, changes in the credit
quality of these financial institution could cause the
Portfolio's investments backed by that institution to lose value
and affect the Portfolio's share price.
The Tax-Free Portfolio also may invest in stand-by commitments,
which may involve certain expenses and risks, but the Portfolio
does not expect its investment in stand-by commitments to
comprise a significant portion of its investments. The Portfolio
may commit up to 15% of its net assets to the purchase of when-
issued securities.
9
<PAGE>
TAXABLE INVESTMENTS. The Tax-Free Portfolio may invest in
taxable instruments including obligations of the U.S. Government
and its agencies, high-quality certificates of deposit and
bankers' acceptances, prime commercial paper, and repurchase
agreements.
TREASURY PORTFOLIO
The Treasury Portfolio's investments may include:
-- issues of the U.S. Treasury, such as bills, certificates
of indebtedness, notes and bonds;
-- adjustable rate obligations; and
-- repurchase agreements that are fully collateralized.
The Treasury Portfolio may commit up to 15% of its net assets to
the purchase of when-issued U.S. Treasury securities.
As a matter of operating policy, which may be changed without
shareholder approval, the Portfolio (i) attempts to invest in
securities that comply with the requirements of New Jersey
Statutes Section 18A:20-37 so that it will be an eligible
investment for boards of education and other local government
units within the state of New Jersey, and (ii) does not invest in
securities maintained under the U.S. Treasury STRIPS program or
enter into repurchase agreements involving these types of
securities.
RISK CONSIDERATIONS
The Portfolios' primary risks are interest rate risk and credit
risk. Because the Portfolios invest in short-term securities, a
decline in interest rates will affect the Portfolios' yields as
these securities mature or are sold and the Portfolios purchase
new short-term securities with lower yields. Generally, an
increase in interest rates causes the value of a debt instrument
to decrease. The change in value for shorter-term securities is
usually smaller than for securities with longer maturities.
Because the Portfolios invest in securities with short maturities
and seek to maintain a stable net asset value of $1.00 per share,
it is possible, though unlikely, that an increase in interest
rates would change the value of your investment.
Credit risk is the possibility that a security's credit rating
will be downgraded or that the issuer of the security will
default (fail to make scheduled interest and principal payments).
The Portfolios invest in highly-rated securities to minimize
credit risk.
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The Portfolios may invest up to 10% of their net assets in
illiquid securities. Investments in illiquid securities may be
subject to liquidity risk, which is the risk that, under certain
circumstances, particular investments may be difficult to sell at
an advantageous price. Illiquid restricted securities also are
subject to the risk that the Portfolio may be unable to sell the
security due to legal or contractual restrictions on resale.
The Portfolios' investments in U.S. dollar-denominated
obligations (or credit and liquidity enhancements) of foreign
branches of U.S. banks, U.S. branches of foreign banks, and
commercial paper of foreign companies may be subject to foreign
risk. Foreign securities issuers are usually not subject to the
same degree of regulation as U.S. issuers. Reporting,
accounting, and auditing standards of foreign countries differ,
in some cases, significantly from U.S. standards. Foreign risk
includes nationalization, expropriation or confiscatory taxation,
political changes or diplomatic developments that could adversely
affect a Portfolio's investments.
The Portfolios also are subject to management risk because they
are actively managed portfolios. Alliance will apply its
investment techniques and risk analyses in making investment
decisions for the Portfolios, but there is no guarantee that its
techniques will produce the intended result.
The Tax-Free Portfolio faces municipal market risk. This is the
risk that special factors may adversely affect the value of
municipal securities and have a significant effect on the value
of the Portfolio's investments. These factors include political
or legislative changes, uncertainties related to the tax status
of municipal securities, or the rights of investors in these
securities. The Portfolio's investments in certain municipal
securities with principal and interest payments that are made
from the revenues of a specific project or facility, and not
general tax revenues, may have increased risks. Factors
affecting the project or facility, such as local business or
economic conditions, could have a significant effect on the
project's ability to make payments of principal and interest on
these securities.
YEAR 2000: Many computer systems and applications in use today
process transactions using two-digit date fields for the year of
the transaction, rather than the full four digits. If these
systems are not modified or replaced, transactions occurring
after 1999 could be processed as year "1900," which could result
in processing inaccuracies and computer system failures at or
after the year 2000. This is commonly known as the Year 2000
problem. The Portfolios and their major service providers,
including Alliance, utilize a number of computer systems and
applications that have been either developed internally or
11
<PAGE>
licensed from third-party suppliers. In addition, the Portfolios
and their major service providers, including Alliance, are
dependent on third-party suppliers for certain systems
applications and for electronic receipt of information. Should
any of the computer systems employed by the Portfolios or their
major service providers fail to process Year 2000 related
information properly, that could have a significant negative
impact on the Portfolios' operations and the services that are
provided to the Portfolios' shareholders. To the extent that the
operations of issuers of securities held by the Portfolios are
impaired by the Year 2000 problem, or prices of securities held
by the Portfolios decline as a result of real or perceived
problems relating to the Year 2000 problem, the value of the
Portfolios' shares may be materially affected. In addition, for
the Portfolios' investments in foreign markets, it is possible
that foreign companies and markets will not be as prepared for
Year 2000 as domestic companies and markets.
The Year 2000 issue is a high priority for the Portfolios and
Alliance. The Portfolios have been advised that, during 1997,
Alliance began a formal Year 2000 initiative which established a
structured and coordinated process to deal with the Year 2000
issue. As part of its initiative, Alliance established a Year
2000 project office to manage the Year 2000 initiative, focusing
on both information technology and non-information technology
systems. Alliance has also retained the services of a number of
consulting firms that have expertise in advising and assisting
with regard to Year 2000 issues. Alliance reports that by June
30, 1998 it had completed its inventory and assessment of its
domestic and international computer systems and applications,
identified mission critical systems and non-mission critical
systems and determined which of these systems were not Year 2000
compliant. All third-party suppliers of mission critical
computer systems and applications have been contacted to verify
whether their systems and applications will be Year 2000
compliant and their responses are being evaluated. Substantially
all of those contacted have responded and approximately 90% have
informed Alliance that their systems and applications are or will
be Year 2000 compliant. Alliance will seek alternative solutions
or third-party suppliers for all suppliers who do not furnish a
satisfactory response by [June 30, 1999]. The same process is
being performed for non-mission critical systems with estimated
completion by [June 30, 1999]. Alliance has remediated, replaced
or retired all of its non-compliant mission critical systems and
applications that can affect the Portfolios. The same process is
being performed for non-mission critical systems and is estimated
to be completed by [June 30, 1999]. After each system has been
remediated, it is tested with 19XX dates to determine if it still
performs its intended business function correctly. Next, each
system undergoes a simulation test using dates occurring after
December 31, 1999. Inclusive of the replacement and retirement
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<PAGE>
of some of its systems, Alliance has completed these testing
phases for approximately 98% of mission critical systems and
approximately 89% of non-mission critical systems. Integrated
systems tests will then be conducted to verify that the systems
will continue to work together. Full integration testing of all
mission critical and non-mission critical systems is estimated to
be completed by [June 30, 1999]. Testing of interfaces with
third-party suppliers has begun and will continue throughout
1999. Alliance reports that it has completed an inventory of its
facilities and related technology applications and has begun to
evaluate and test these systems. Alliance reports that it
anticipates that these systems will be fully operable in the year
2000. Alliance, with the assistance of a consulting firm, is
developing Year 2000 specific contingency plans with emphasis on
mission critical functions. These plans seek to provide
alternative methods of processing in the event of a failure that
is outside Alliance's control. The estimated date for the
completion of these plans is [June 30, 1999].
There are many risks associated with Year 2000 issues, including
the risks that the computer systems and applications used by the
Portfolios and their major service providers, including Alliance,
will not operate as intended and that the systems and
applications of third-party providers to the Portfolios and their
service providers will not be Year 2000 compliant. Likewise
there can be no assurance the compliance schedules outlined above
will be met or that the actual cost incurred will not exceed
current cost estimates. Should the significant computer systems
and applications used by the Portfolios and their major service
providers or the systems of their important third-party suppliers
be unable to process date-sensitive information accurately after
1999, the Portfolios and Alliance or the Portfolios' other
service providers may be unable to conduct their normal business
operations and to provide shareholders with required services.
In addition, the Portfolios and their service providers might
incur unanticipated expenses, regulatory actions and legal
liabilities. The Portfolios and Alliance cannot determine which
risks, if any, are most reasonably likely to occur or the effects
of any particular failure to be Year 2000 compliant.
13
<PAGE>
MANAGEMENT OF THE PORTFOLIOS
The Portfolios' Adviser is Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105. Alliance is a
leading international investment adviser supervising client
accounts with assets as of March 31, 1999 totaling more than $301
billion (of which approximately $127 billion represented assets
of investment companies). Alliance's clients are primarily major
corporate employee benefit plans, public employee retirement
systems, investment companies, foundations, and endowment funds.
The 54 registered investment companies, with more than 119
separate portfolios, managed by Alliance currently have over four
million shareholder accounts. As of March 31, 1999, Alliance was
retained as investment manager for over 30 of the FORTUNE 100
companies.
Alliance provides investment advisory services and order
placement facilities for the Portfolios. For these advisory
services, each Portfolio paid Alliance, for the fiscal year ended
April 30, 1999, as a percentage of average daily net assets,
.20%.
Alliance may make payments from time to time from its own
resources, which may include the management fees paid by the
Portfolios to compensate broker-dealers, depository institutions,
or other persons for providing distribution assistance and
administrative services and to otherwise promote the sale of
Class C shares of the Portfolios, including paying for the
preparation, printing, and distribution of prospectuses and sales
literature or other promotional activities.
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<PAGE>
PURCHASE AND SALE OF SHARES
HOW THE PORTFOLIOS VALUE THEIR SHARES
Each of the Portfolios' net asset value or NAV is expected to be
constant at $1.00 per share, although this price is not
guaranteed. The NAV is calculated at 12:00 noon and 4:00 p.m.,
Eastern time, each Portfolio business day (any weekday exclusive
of days the New York Stock Exchange or State Street Bank is
closed) except for the Tax-Free Portfolio, which is calculated at
12:00 noon, Eastern time.
To calculate NAV, the Portfolios' assets are valued and totaled,
liabilities subtracted and the balance, called net assets, is
divided by the number of shares outstanding. Each Portfolio
values its securities at their amortized cost. This method
involves valuing an instrument at its cost and thereafter
applying a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the investment.
HOW TO BUY SHARES
-- INITIAL INVESTMENT
You may purchase Class C shares through your financial
intermediary by instructing the intermediary to invest in one or
more of the Portfolios.
The minimum investment amount is $1,000,000 in the aggregate
among the Portfolios. There is no minimum for subsequent
investments. The Portfolios reserve the right to vary the
minimum amounts.
-- SUBSEQUENT INVESTMENTS
- By Check:
Mail or deliver your check or negotiable draft
payable to your financial intermediary, who will
deposit it into the Portfolio(s). Please designate
the appropriate Portfolio and indicate your
brokerage account number, if applicable, on the
check or draft.
- By Sweep:
Your financial intermediary may offer an automatic
"sweep" for the Portfolio in the operation of
brokerage cash accounts for its customers. Contact
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<PAGE>
your financial intermediary to determine if a sweep
is available and what the sweep requirements are.
If you invest by a check drawn on a member of the Federal Reserve
System, the check will be converted to Federal funds in one
business day following receipt and then invested in the
Portfolio. If you invest by a check drawn on a bank that is not a
member of the Federal Reserve System, the check may take longer
to be converted and invested. All payments must be in U.S.
dollars.
HOW TO SELL SHARES
You may "redeem" your shares (i.e., sell your shares) on any
Portfolio business day by contacting your financial intermediary.
If you recently purchased shares by check, you cannot redeem your
investment until the Portfolio is reasonably satisfied the check
has cleared (which may take up to 15 days).
You also may redeem your shares:
- By Sweep:
If your financial intermediary offers an automatic
sweep arrangement, the sweep will automatically
transfer from your Portfolio account sufficient
amounts to cover security purchases in your
brokerage account.
- By Checkwriting:
With this service, you may write checks made
payable to any payee. First, you must fill out a
signature card, which you may obtain from your
financial intermediary. If you wish to establish
this checkwriting service subsequent to the opening
of your Portfolio account, contact your financial
intermediary. There is no charge for this service,
except that State Street Bank will impose its
normal charges for checks that are returned unpaid
because of insufficient funds or for checks upon
which you have placed a stop order. The
checkwriting service enables you to receive the
daily dividends declared on the shares to be
redeemed until the day that your check is presented
for payment. You can not write checks for more
than the principal balance (not including any
accrued dividends) in your account.
16
<PAGE>
OTHER
Each Portfolio, except the Tax-Free Portfolio, has two
transaction times each Portfolio business day, 12:00 Noon and
4:00p.m., Eastern time. The Tax-Free Portfolio has one
transaction time each Portfolio business day, 12:00 Noon, Eastern
time. Investments receive the full dividend for a day if the
investor's telephone order is placed by 4:00 p.m., Eastern time,
for the Prime, Government or Treasury Portfolio and Federal funds
or bank wire monies are received by State Street Bank before 4:00
p.m. on that day. Investments receive the full dividend for a day
if the investor's telephone order is placed by 12:00 Noon,
Eastern time, and Federal funds or bank wire monies are secured
by State Street Bank before 4:00 p.m. on that day with respect to
the Tax-Free Portfolio.
Redemption proceeds are normally wired the same business day if a
redemption request is received prior to 4:00 p.m., Eastern time,
for the Prime, Government and Treasury Portfolios and 12:00 Noon,
Eastern Time, for the Tax-Free Portfolio, but in no event later
than seven days, unless redemptions have been suspended or
postponed due to the determination of an "emergency" by the
Securities and Exchange Commission or to certain other unusual
conditions. Shares do not earn dividends on the day a redemption
is effected.
A transaction, service, administrative or other similar fee may
be charged by your financial broker-dealer, agent, financial
representative or other financial intermediary with respect to
the purchase, sale or exchange of shares made through these
financial intermediaries. These financial intermediaries may
also impose requirements with respect to the purchase, sale or
exchange of shares that are different from, or in addition to,
those imposed by the Portfolios.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Portfolios' net income is calculated and paid daily as
dividends to shareholders. The dividends are automatically
invested in additional shares in your account. These additional
shares are entitled to dividends on following days resulting in
compounding growth of income. The Portfolios expect that their
distributions will primarily consist of net income, or, if any,
short-term capital gains as opposed to long-term capital gains.
For Federal income tax purposes, the Portfolios' dividend
distributions of net income (or short-term capital gains) will be
taxable to you as ordinary income. Any capital gains
distributions may be taxable to you as capital gains. The
Portfolios' distributions also may be subject to certain state
and local taxes.
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Distributions of tax-exempt interest income earned by the Tax-
Free Portfolio are not subject to Federal income tax (other than
the alternative minimum tax as described above), but may be
subject to state or local income taxes. Any exempt interest
dividends derived from interest on municipal securities subject
to the alternative minimum tax will be a tax preference item for
purposes of the Federal individual and corporate alternative
minimum tax.
Each year shortly after December 31, the Portfolios will send you
tax information stating the amount and type of all of its
distributions for the year.
DISTRIBUTION ARRANGEMENTS
The Fund has adopted a plan under SEC Rule 12b-1 that allows the
Portfolios to pay asset-based sales charges or distribution and
service fees in connection with the distribution of each
Portfolio's Class C shares. The amount of these fees for the
Portfolios' Class C shares is .25% as a percentage of aggregate
average daily net assets. Because these fees are paid out of the
Portfolios' assets on an on-going basis, over time these fees
will increase the cost of your investment and may cost you more
than paying other types of sales fees. Financial intermediaries
may receive different compensation for selling the Portfolios'
Class C shares and Class A and B shares, which are not offered in
this prospectus.
GENERAL INFORMATION
The Portfolios reserve the right to close an account that through
redemption is, in the aggregate among Portfolios, less than
$500,000. The Portfolios will send shareholders 60 days' written
notice to increase the account value before the Portfolios close
the account.
During drastic economic or market developments, you might have
difficulty in reaching Alliance Fund Services, Inc., or AFS, by
telephone, in which event you should issue written instructions
to AFS. AFS is not responsible for the authenticity of telephone
requests to purchase or sell shares. AFS will employ reasonable
procedures to verify that telephone requests are genuine and
could be liable for losses resulting from unauthorized
transactions if it failed to do so. Dealers and agents may
charge a commission for handling telephone requests. The
telephone service may be suspended or terminated at any time
without notice.
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<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
a Portfolio's financial performance for the period of the
Portfolio's operations. Certain information reflects financial
information for a single Portfolio share. The total return in
the table represents the rate that an investor would have earned
(or lost) on an investment in the Portfolio (assuming investment
of all dividends and distributions). The information has been
audited by McGladrey & Pullen LLP, the Portfolios' independent
auditors, whose report, along with the Portfolios' financial
statements, appears in the SAI, which is available upon request.
PRIME PORTFOLIO
_____________________
June 29, 1998*
to
April 30, 1999
_____________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
___________________________
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
19
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at net asset value during the period, and redemption on the
last day of period.
20
<PAGE>
GOVERNMENT PORTFOLIO
_________________________
June 29, 1998*
to
April 30, 1999
_________________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
___________________________
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
21
<PAGE>
TAX-FREE PORTFOLIO
_________________________
June 29, 1998*
to
April 30, 1999
_________________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
___________________________
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
22
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TREASURY PORTFOLIO
_________________________
June 29, 1998*
to
April 30, 1999
_________________________
Net asset value, beginning of period
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a)
Net gains or losses on securities
Total from investment operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end of period
TOTAL RETURN
Total investment return based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)
Ratio to average net assets of:
Expenses, net of waivers and reimbursements
Expenses, before waivers and reimbursements
Net investment income (a)
___________________________
* Commencement of operations.
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of
the period, reinvestment of all dividends and distributions
at net asset value during the period, and redemption on the
last day of period.
23
<PAGE>
For more information about the Portfolios, the following
documents are available upon request:
- -- ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS
The Portfolios' annual and semi-annual reports to shareholders
contain additional information on the Portfolios' investments.
- -- STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Portfolios have an SAI, which contains more detailed
information about the Portfolios, including their operations and
investment policies. The Portfolios' SAI is incorporated by
reference into (and is legally part of) this prospectus.
You may request a free copy of a current annual/semi-annual
report or the SAI, by contacting your broker or other financial
intermediary, or by contacting Alliance:
BY MAIL: c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096
BY PHONE: For Information: (800) 824-1916
For Literature: (800) 824-1916
Or you may view or obtain these documents from the SEC:
IN PERSON: at the SEC's Public Reference Room in
Washington, D.C.
BY PHONE: 1-800-SEC-0330
BY MAIL: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)
ON THE INTERNET: www.sec.gov
You also may find more information about Alliance on the Internet
at: www.Alliancecapital.com.
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<PAGE>
[LOGO] ALLIANCE INSTITUTIONAL RESERVES, INC.
-Prime Portfolio
-Government Portfolio
-Tax-Free Portfolio
-Treasury Portfolio
____________________________________________________________
c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096
Toll Free (800) 221-5672
____________________________________________________________
STATEMENT OF ADDITIONAL INFORMATION
August 29, 1999
___________________________________________________________
This Statement of Additional Information is not a prospectus
and should be read in conjunction with the Fund's current
Prospectuses dated August 29, 1999 (the "Prospectus") which
describe the Class A, Class B and Class C shares of the
Prime, Government, Tax-Free and Treasury Portfolios of the
Fund. A copy of this Prospectus may be obtained by
contacting Alliance Fund Services, Inc. at the address or
telephone number shown above.
TABLE OF CONTENTS
Page
The Fund..............................................
Investment Objectives and Policies....................
Investment Restrictions ..............................
Management............................................
Expenses of the Fund..................................
Purchase and Redemption of Shares.....................
Daily Dividends-Determination of Net Asset Value......
Taxes.................................................
General Information...................................
Financial Statements and Report of Independent
Auditors............................................
Appendix A - Commercial Paper and Bond Ratings........
Appendix B - Description of Municipal Securities......
___________________________
(R): This registered service mark used under license from
the owner, Alliance Capital Management L.P.
<PAGE>
____________________________________________________________
THE FUND
____________________________________________________________
Alliance Institutional Reserves, Inc. (the "Fund") is an
open-end investment company. The Prime Portfolio, the
Government Portfolio, the Tax-Free Portfolio and the
Treasury Portfolio, each of which is diversified
(collectively, the "Portfolios"), are described by the
Prospectus which supplements this Statement of Additional
Information. An additional portfolio of the Fund, the Trust
Portfolio, is described in a separate prospectus and
statement of additional information. The Fund changed its
name from ACM Institutional Reserves, Inc. to Alliance
Institutional Reserves, Inc. effective June 29, 1998.
____________________________________________________________
INVESTMENT OBJECTIVES AND POLICIES
____________________________________________________________
The investment objectives of each Portfolio are - in the
following order of priority - safety of principal, excellent
liquidity, and maximum current income (which, in the case of
the Tax-Free Portfolio, is exempt from Federal income taxes)
to the extent consistent with the first two objectives. As
a matter of fundamental policy, each of the Prime Portfolio,
the Government Portfolio and the Tax-Free Portfolio pursues
its objectives by maintaining a portfolio of high-quality
money market securities, all of which, at the time of
investment, have remaining maturities of one year or less
(which maturities, pursuant to Rule 2a-7 under the
Investment Company Act of 1940 as amended (the "Act"), may
extend to 397 days, or such greater length of time as may be
permitted from time to time pursuant to Rule 2a-7). The
Treasury Portfolio, as a non-fundamental policy, pursues its
objectives by investing in the following investments
diversified by maturities not exceeding 397 days: issues of
the United States Treasury, such as bills, certificates of
indebtedness, notes and bonds and repurchase agreements with
respect to those instruments. The Fund may in the future
establish additional portfolios which may have different
investment objectives. As is true with all investment
companies, there can be no assurance that any of the
Portfolio's objectives will be achieved.
2
<PAGE>
General
Each of the Portfolios will comply with Rule 2a-7 under
the Act, as amended from time to time, including the
diversification, quality and maturity conditions imposed by
the Rule. To the extent that a Portfolio's limitations are
more permissive than Rule 2a-7, the Portfolio will comply
with the more restrictive provisions of the Rule.
Currently, pursuant to Rule 2a-7, each Portfolio may
invest only in U.S. dollar-denominated "Eligible Securities"
(as that term is defined in the Rule) that have been
determined by the Adviser to present minimal credit risks
pursuant to procedures approved by the Board of Directors.
Generally, an eligible security is a security that (i) has a
remaining maturity of 397 days or less and (ii) is rated, or
is issued by an issuer with short-term debt outstanding that
is rated, in one of the two highest rating categories by two
nationally recognized statistical rating organizations
("NRSROS") or, if only one NRSRO has issued a rating, by
that NRSRO (the "requisite NRSROs"). A first tier security
is an Eligible Security that has received a short-term
rating from the requisite NRSROs in the highest short-term
rating category for debt obligations, or is an unrated
security deemed to be of comparable quality. Unrated
securities may also be Eligible Securities if the Adviser
determines that they are of comparable quality to a rated
Eligible Security pursuant to guidelines approved by the
Board of Directors. A description of the ratings of some
NRSROs appears in Appendix A attached hereto. Securities in
which the Portfolios invest may be subject to liquidity or
credit enhancements. These securities are generally
considered to be Eligible Securities if the enhancement or
the issuer of the enhancement has received the appropriate
rating from the requisite NRSROs.
Under Rule 2a-7 the Prime, Government, Tax-Free and
Treasury Portfolios, as applicable, may not invest more than
five percent of their respective assets in the securities of
any one issuer other than the United States Government, its
agencies and instrumentalities. Government securities are
also considered to be first tier securities. In addition,
the Prime Portfolio may not invest in a security that has
received, or is deemed comparable in quality to a security
that has received, the second highest rating by the
requisite number of NRSROs (a "second tier security") if
immediately after the acquisition thereof the Prime
Portfolio would have invested more than (A) the greater of
one percent of its total assets or one million dollars in
securities issued by that issuer which are second tier
securities, or (B) five percent of its total assets in
3
<PAGE>
second tier securities (the "second tier security
restriction"). The second tier security restriction applies
to the Tax-Free Portfolio with respect to its investment in
the "conduit" securities of second tier issuers. A conduit
security for purposes of Rule 2a-7 is a security nominally
issued by a municipality, but dependent for principal and
interest payments on non-municipal issuer's revenues from a
non-municipal project.
Prime Portfolio
The Prime Portfolio may make the following investments
diversified by maturities and issuers:
1. Marketable obligations of, or guaranteed by, the
United States Government, its agencies or instrumentalities.
These include issues of the U.S. Treasury, such as bills,
certificates of indebtedness, notes and bonds, and issues of
agencies and instrumentalities established under the
authority of an act of Congress. The latter issues include,
but are not limited to, obligations of the bank for
cooperatives, Federal Financing Bank, Federal Home Loan
Bank, Federal Intermediate Credit Banks, Federal Land Bank,
Federal National Mortgage Association and Tennessee Valley
Authority. Some of the securities are supported by the full
faith and credit of the U.S. Treasury, others are supported
by the right of the issuer to borrow from the Treasury, and
still others are supported only by the credit of the agency
or instrumentality.
2. Certificates of deposit, bankers' acceptances and
interest-bearing savings deposits issued or guaranteed by
banks or savings and loan associations having total assets
of more than $1 billion and which are members of the Federal
Deposit Insurance Corporation or denominated in U.S. dollars
and issued by U.S. branches of foreign banks and foreign
branches of U.S. banks, in each case having total assets of
at least $1 billion that are believed by the Adviser to be
of quality equivalent to that of other such instruments in
which the Portfolio may invest. Certificates of deposit are
receipts issued by a depository institution in exchange for
the deposit of Funds. The issuer agrees to pay the amount
deposited plus interest to the bearer of the receipt on the
date specified on the certificate. Such certificates may
include, for example, those issued by foreign subsidiaries
of such banks which are guaranteed by them. The certificate
usually can be traded in the secondary market prior to
maturity. Bankers' acceptances typically arise from
short-term credit arrangements designed to enable businesses
to obtain Funds to finance commercial transactions.
Generally, an acceptance is a time draft drawn on a bank by
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an exporter or an importer to obtain a stated amount of
Funds to pay for specific merchandise. The draft is then
"accepted" by a bank that, in effect, unconditionally
guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the
accepting bank as an earning asset or it may be sold in the
secondary market at the going rate of discount for a
specific maturity. Although maturities for acceptances can
be as long as 270 days, most acceptances have maturities of
six months or less.
3. Commercial paper, including variable amount master
demand notes, of prime quality [i.e., rated A-1+ or A-1 by
Standard & Poor's Corporation ("Standard & Poor's") or
Prime-1 by Moody's Investors Service, Inc. ("Moody's") or,
if not rated, issued by domestic and foreign companies which
have an outstanding debt issued rated AAA or AA by Standard
& Poor's, or Aaa or Aa by Moody's] and participation
interests in loans extended by banks to such companies. For
a description of such ratings see Appendix A. Commercial
paper consists of short-term (usually from 1 to 270 days)
unsecured promissory notes issued by corporations in order
to finance their current operations. A variable amount
master demand note represents a direct borrowing arrangement
involving periodically fluctuating rates of interest under a
letter agreement between a commercial paper issuer and an
institutional lender pursuant to which the lender may
determine to invest varying amounts. For a further
description of variable amount master demand notes, see
below, "Additional Investment Policies".
The Portfolio may invest up to 5% of its net assets in
high quality (as determined by the requisite number of
NRSROs or, if not rated, determined to be of high quality by
the Adviser) participation interests having remaining
maturities not exceeding one year in loans extended by banks
to U.S. and foreign companies. [The staff of the Securities
and Exchange Commission (the "Commission") is currently
considering certain issues relating to the effect on a
registered investment company of investing in participation
interests on the company's ability to meet the
diversification requirements of the Act and the Internal
Revenue Code and its fundamental policy regarding the
concentration of its assets in particular industries. The
Adviser believes that the purchase of loan participation
interests in accordance with the Portfolio's investment
policies will not give rise to the possibility that, as a
result of such purchases, the Portfolio will no longer meet
the diversification requirements of the Act and the Internal
Revenue Code or violate any fundamental policy regarding the
concentration of the Portfolio's assets in particular
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industries, but nevertheless has undertaken to invest in
participation interests only after the resolution of these
issues by the staff.] In a typical corporate loan
syndication, a number of institutional lenders lend a
corporate borrower a specified sum pursuant to the term and
conditions of a loan agreement. One of the co-lenders
usually agrees to act as the agent bank with respect to the
loan. The loan agreement among the corporate borrower and
the co-lenders identifies the agent bank as well as sets
forth the rights and duties of the parties. The agreement
often (but not always) provides for the collateralization of
the corporate borrower's obligations thereunder and includes
various types of restrictive covenants which must be met by
the borrower.
The participation interests acquired by the Portfolio
may, depending on the transaction, take the form of a direct
co-lending relationship with the corporate borrower, an
assignment of an interest in the loan by a co-lender or
another participant or a participation in the seller's share
of the loan. Typically, the Portfolio will look to the
agent bank to collect principal of and interest on a
participation interest, to monitor compliance with loan
covenants, to enforce all credit remedies, such as
foreclosures on collateral, and to notify co-lenders of any
adverse changes in the borrower's financial condition or
declarations of insolvency. The agent bank in such cases
will be qualified under the Act to serve as a custodian for
a registered investment company such as the Fund. The agent
bank is compensated for these services by the borrower
pursuant to the terms of the loan agreement.
When the Portfolio acts as a co-lender in connection
with a participation interest, or when the Portfolio
acquires a participation interest the terms of which provide
that the Portfolio will be in privity with the corporate
borrower, the Portfolio will have direct recourse against
the borrower in the event the borrower fails to pay
scheduled principal and interest. In cases where the
Portfolio lacks such direct recourse, the Portfolio will
look to the agent bank to enforce appropriate credit
remedies against the borrower.
The Adviser believes that the principal credit risk
associated with acquiring participation interests from a
co-lender or another participant is the credit risk
associated with the underlying corporate borrower. The
Portfolio may incur additional credit risk, however, when
the Portfolio is in the position of participant rather than
a co-lender because the Portfolio must assume the risk of
insolvency of the co-lender from which the participation
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interest was acquired and that of any person interpositioned
between the Portfolio and the co-lender. However, in
acquiring participation interests the Adviser will conduct
analysis and evaluation of the financial condition of each
such co-lender and participant to ensure that the
participation interest meet the Portfolio's high quality
standard and will continue to do so as long as it holds a
participation.
4. Fully collateralized Repurchase agreements. For a
description of repurchase agreements, see below, "Additional
Investment Policies - Repurchase Agreements."
The Portfolio may make investments in certificates of
deposit, bankers' acceptances and interest-bearing saving
deposits issued by U.S. branches of foreign banks and
foreign branches of U.S. banks, in each case specified in
paragraph 2 above, and commercial paper issued by foreign
companies meeting the rating criteria specified in paragraph
3 above. To the extent that the Portfolio invests in such
instruments, consideration is given to their domestic
marketability, the lower reserve requirements generally
mandated for overseas banking operations, the possible
impact of interruptions in the flow of international
currency transactions, potential political and social
instability or expropriation, imposition of foreign taxes,
less government supervision of issuers, difficulty in
enforcing contractual obligations and lack of uniform
accounting standards.
The Portfolio may invest in asset-backed securities that
meet its existing diversification, quality and maturity
criteria. These securities must generally be rated. Asset-
backed securities are securities issued by special purpose
entities whose primary assets consist of a pool of loans or
accounts receivable. The securities may be in the form of a
beneficial interest in a special purpose trust, limited
partnership interest, or commercial paper or other debt
securities issued by a special purpose corporation.
Although the securities may have some form of credit or
liquidity enhancement, payments on the securities depend
predominately upon collection of the loans and receivables
held by the issuer. Generally, the special purpose entity
is deemed to be the issuer of the asset-backed security.
However, the Portfolio is required to treat any person whose
obligations constitute ten percent or more of the assets of
the asset-backed security as the issuer of the portion of
the asset-backed security such obligations represent.
Floating and Variable Rate Obligations. The Portfolio may
purchase floating and variable rate demand notes and bonds,
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which are obligations ordinarily having stated maturities in
excess of 397 days, but which permit the holder to demand
payment of principal and accrued interest at any time, or at
specified intervals not exceeding 397 days, in each case
upon not more than 30 days notice. The Portfolio may also
invest in master demand notes which are obligations that
permit the Prime Portfolio to invest fluctuating amounts, at
varying rates of interest, pursuant to direct arrangements
between the Prime Portfolio, as lender, and the borrower.
These obligations permit daily changes in the amounts
borrowed. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded,
and there generally is no established secondary market for
these obligations, although they are redeemable at face
value, plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other
credit support arrangements, the Prime Portfolio's right to
redeem is dependent on the ability of the borrower to pay
principal and interest on demand.
The Portfolio's investment objectives may not be changed
without the affirmative vote of a majority of the
Portfolio's outstanding shares as defined below. Except as
otherwise provided, the investment policies are not
designated "fundamental policies" within the meaning of the
Act and may, therefore, be changed by the Directors without
a shareholder vote. However, the Portfolio will not change
its investment policies without contemporaneous written
notice to shareholders.
Government Portfolio
The Government Portfolio pursues its objectives by
maintaining a portfolio of the following investments
diversified by maturities not exceeding one year (which
maturities, pursuant to Rule 2a-7 under the Act, may extend
to 397 days, or such greater length of time as may be
permitted from time to time pursuant to Rule 2a-7).
As a matter of operating policy which may be changed
without shareholder approval, the Government Portfolio
attempts to invest in securities that the Adviser believes
are legal investments for federal credit unions as set forth
in Sections 107(7) and (8) of the Federal Credit Union Act
and Part 703 of the National Credit Union Administration
regulations.
The Government Portfolio may make the following
investments:
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1. Marketable obligations of, or guaranteed by, the
United States Government, its agencies or instrumentalities.
These include issues of the United States Treasury, such as
bills, certificates of indebtedness, notes and bonds, and
issues of agencies and instrumentalities established under
the authority of an act of Congress. The latter issues
include, but are not limited to, obligations of the Bank for
Cooperatives, Federal Financing Bank, Federal Home Loan
Bank, Federal Intermediate Credit Banks, Federal Land Banks,
Federal National Mortgage Association and Tennessee Valley
Authority. Some of these securities are supported by the
full faith and credit of the U.S. Treasury, others are
supported by the right of the issuer to borrow from the
Treasury, and still others are supported only by the credit
of the agency or instrumentality.
2. Repurchase agreements pertaining to the above
securities. For a description of repurchase agreements, see
below, "Additional Investment Policies - Repurchase
Agreements."
Floating and Variable Rate Obligations. The Portfolio
may also purchase floating and variable rate obligations,
including floating and variable rate demand notes and bonds.
The Portfolio may invest in variable and floating rate
obligations whose interest rates are adjusted either at
predesignated periodic intervals or whenever there is a
change in the market rate to which the security's interest
rate is tied. The Portfolio may also purchase floating and
variable rate demand notes and bonds, which are obligations
ordinarily having stated maturities in excess of 397 days,
but which permit the holder to demand payment of principal
and accrued interest at any time, or at specified intervals
not exceeding 397 days, in each case upon not more than 30
days' notice.
Tax-Free Portfolio
As a matter of fundamental policy, the Tax-Free
Portfolio, except when assuming a temporary defensive
position, must maintain at least 80% of its total assets in
high-grade municipal securities having maturities of one
year or less (which maturities, pursuant to Rule 2a-7 under
the Act, may extend to 397 days, or such greater length of
time as may be permitted from time to time pursuant to Rule
2a-7), as opposed to taxable investments described below.
Normally, substantially all of its income will be tax-exempt
as described below.
To the extent consistent with its other objectives, the
Portfolio seeks maximum current income that is exempt from
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Federal income taxes by investing principally in a
diversified portfolio of high-grade municipal securities.
Such income may be subject to state or local income taxes.
Municipal Securities
The term "municipal securities," as used in the
Prospectus and this Statement of Additional Information,
means obligations issued by or on behalf of states,
territories, and possessions of the United States or their
political subdivisions, agencies and instrumentalities, the
interest from which is exempt from Federal income taxes.
The municipal securities in which the Portfolio invests
include those obligations which at the time of purchase:
1. are backed by the full faith and credit of the
United States; or
2. are municipal notes rated MIG-1/VMIG-1 or
MIG-2/VMIG-2 by Moody's or SP-1 or SP-2 by Standard
& Poor's or, if not rated, are of equivalent
investment quality as determined by the Adviser; or
3. are municipal bonds rated Aa or higher by Moody's,
AA or higher by Standard & Poor's or, if not rated,
are of equivalent investment quality as determined
by the Adviser; or
4. are other types of municipal securities, provided
that such obligations are rated Prime-1 by Moody's,
A-1 or higher by Standard & Poor's or, if not
rated, are of equivalent investment quality as
determined by the Adviser. (See Appendix B for a
description of municipal securities and Appendix A
for a description of these ratings.)
The Portfolio will not invest 25% or more of its total
assets in the securities of non-governmental issuers
conducting their principal business activities in any one
industry.
Alternative Minimum Tax
Under current Federal income tax law, (1) interest on
tax-exempt municipal securities issued after August 7, 1986
which are "specified private activity bonds" will be treated
as an item of tax preference for purposes of the alternative
minimum tax ("AMT") imposed on individuals and corporations,
though for regular Federal income tax purposes such interest
will remain fully tax-exempt, and (2) interest on all
tax-exempt obligations will be included in "adjusted current
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earnings" of corporations for AMT purposes. The Portfolio
may purchase "private activity" municipal securities because
such issues may provide somewhat higher yields than other
comparable municipal securities. However, the Portfolio
will limit its investments so that no more than 20% of its
total income is derived from municipal securities that bear
interest subject to the AMT.
Investors should consider that, in most instances, no
state, municipality or other governmental unit with taxing
power will be obligated with respect to AMT-subject bonds.
AMT-subject bonds are in most cases revenue bonds and do not
generally have the pledge of the credit or the taxing power,
if any, of the issuer of such bonds. AMT-subject bonds are
generally limited obligations of the issuer supported by
payments from private business entities and not by the full
faith and credit of a state or any governmental subdivision.
Typically the obligation of the issuer of AMT-subject bonds
is to make payments to bond holders only out of and to the
extent of, payments made by the private business entity for
whose benefit the AMT-subject bonds were issued. Payment of
the principal and interest on such revenue bonds depends
solely on the ability of the user of the facilities financed
by the bonds to meet its financial obligations and the
pledge, if any, of real and personal property so financed as
security for such payment. It is not possible to provide
specific detail on each of these obligations in which Fund
assets may be invested.
Taxable Securities
Although the Portfolio expects to be largely invested in
municipal securities, the Portfolio may elect to invest up
to 20% of its total assets in taxable money market
securities when such action is deemed to be in the best
interests of shareholders. Such taxable money market
securities also are limited to remaining maturities of one
year (which maturities may extend to 397 days pursuant to
Rule 2a-7, or such greater length of time as may be
permitted from time to time pursuant to Rule 2a-7) or less
at the time of the Portfolio's investment, and the
Portfolio's municipal and taxable securities are maintained
at a dollar-weighted average of 90 days or less. Taxable
money market securities purchased by the Portfolio include
those described below:
1. marketable obligations of, or guaranteed by, the
United States Government, its agencies or
instrumentalities; or
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2. certificates of deposit, bankers' acceptances and
interest-bearing savings deposits of banks having
total assets of more than $1 billion and which are
members of the Federal Deposit Insurance
Corporation; or
3. commercial paper of prime quality rated A-1 or
higher by Standard & Poor's or Prime-1 by Moody's
or, if not rated, issued by companies which have
an outstanding debt issue rated AA or higher by
Standard & Poor's, or Aa or higher by Moody's.
(See Appendix A for description of these ratings.)
The Portfolio may also enter into repurchase agreements
pertaining to the types of securities in which it may
invest. For a description of repurchase agreements, see
below, "Additional Investment Policies - Repurchase
Agreements."
Variable Rate Obligations
The interest rate payable on certain municipal
securities in which the Portfolio may invest, called
"variable rate" obligations, is not fixed and may fluctuate
based upon changes in market rates. The interest rate
payable on a variable rate municipal security is adjusted
either at predesignated periodic intervals or whenever there
is a change in the market rate to which the security's
interest rate is tied. Other features may include the right
of the Portfolio to demand prepayment of the principal
amount and accrued interest of the obligation prior to its
stated maturity and the right of the issuer to prepay the
principal amount and accrued interest prior to maturity.
The main benefit of a variable rate municipal security is
that the interest rate adjustment minimizes changes in the
market value of the obligation. As a result, the purchase
of variable rate municipal securities enhances the ability
of the Portfolio to maintain a stable net asset value per
share and to sell an obligation prior to maturity at a price
approximating the full principal amount. The payment of
principal and interest by issuers of certain municipal
securities purchased by the Portfolio may be guaranteed by
letter of credit or other credit facilities offered by banks
or other financial institutions. Such guarantees will be
considered in determining whether a municipal security meets
the Portfolio's investment quality requirements.
Variable rate obligations purchased by the Portfolio may
include participation interests in variable rate industrial
development bonds that are backed by irrevocable letters of
credit or guarantees of banks that meet criteria for banks
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described above in "Taxable Securities." Purchase of a
participation interest gives the Portfolio an undivided
interest in certain such bonds. The Portfolio can exercise
the right, on not more than 30 days' notice, to sell such an
instrument back to the bank from which it purchased the
instrument and draw on the letter of credit for all or any
part of the principal amount of the Portfolio's
participation interest in the instrument, plus accrued
interest, but will generally do so only (i) as required to
provide liquidity to the Portfolio, (ii) to maintain a high
quality investment portfolio, or (iii) upon a default under
the terms of the demand instrument. Banks retain portions
of the interest paid on such variable rate industrial
development bonds as their fees for servicing such
instruments and the issuance of related letters of credit
and repurchase commitments. The Portfolio follows Rule 2a-7
with respect to its investments in variable rate instruments
supported by letters of credit and participation interests.
The Portfolio will not purchase participation interests
in variable rate industrial development bonds unless the
interest earned by the Portfolio from the bonds in which it
holds participation interests is considered to be exempt
from Federal income taxes. The Adviser will monitor the
pricing, quality and liquidity of variable rate demand
obligations and participation interests therein held by the
Portfolio on the basis of published financial information,
rating agency reports and other research services to which
the Adviser may subscribe.
Standby Commitments
The Portfolio may purchase municipal securities together
with the right to resell them to the seller at an
agreed-upon price or yield within specified periods prior to
their maturity dates. Such a right to resell is commonly
known as a "standby commitment," and the aggregate price
which the Portfolio pays for securities with a standby
commitment may be higher than the price which otherwise
would be paid. The primary purpose of this practice is to
permit the Portfolio to be as fully invested as practicable
in municipal securities while preserving the necessary
flexibility and liquidity to meet unanticipated redemptions.
In this regard, the Portfolio acquires standby commitments
solely to facilitate portfolio liquidity and does not
exercise its rights thereunder for trading purposes. Since
the value of a standby commitment is dependent on the
ability of the standby commitment writer to meet its
obligation to repurchase, the Portfolio's policy is to enter
into standby commitment transactions only with municipal
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securities dealers which are determined to present minimal
credit risks.
The acquisition of a standby commitment does not affect
the valuation or maturity of underlying municipal securities
which continue to be valued in accordance with the amortized
cost method. Standby commitments acquired by the Portfolio
are valued at zero in determining net asset value. Where
the Portfolio pays directly or indirectly for a standby
commitment, its cost is reflected as unrealized depreciation
for the period during which the commitment is held. Standby
commitments do not affect the average weighted maturity of
the Portfolio's portfolio of securities. The Portfolio does
not currently intend to invest more than 5% of its net
assets in standby commitments in the coming year.
General
Yields on municipal securities are dependent on a
variety of factors, including the general condition of the
money market and of the municipal bond and municipal note
market, the size of a particular offering, the maturity of
the obligation and the rating of the issue. Municipal
securities with longer maturities tend to produce higher
yields and are generally subject to greater price movements
than obligations with shorter maturities. The achievement
of the Portfolio's investment objectives is dependent in
part on the continuing ability of the issuers of municipal
securities in which the Portfolio invests to meet their
obligations for the payment of principal and interest when
due. Municipal securities historically have not been
subject to registration with the Commission, although there
have been proposals which would require registration in the
future.
After purchase by the Portfolio, a security may cease to
be rated or its rating may be reduced below the minimum
required for purchase by the Portfolio. Neither event
requires sales of such security by the Portfolio, but the
Adviser will consider such event in its determination of
whether the Portfolio should continue to hold the security,
pursuant to Rule 2a-7. To the extent that the ratings given
by Moody's or Standard & Poor's may change as a result of
changes in such organizations or their rating systems, the
Adviser will attempt to substitute comparable ratings.
Obligations of issuers of municipal securities are
subject to the provisions of bankruptcy, insolvency, and
other laws affecting the rights and remedies of creditors,
such as the Bankruptcy Code. In addition, the obligations
of such issuers may become subject to laws enacted in the
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future by Congress, state legislatures, or referenda
extending the time for payment of principal and/or interest,
or imposing other constraints upon enforcement of such
obligations or upon ability of municipalities to levy taxes.
There is also the possibility that, as a result of
litigation or other conditions, the ability of any issuer to
pay, when due, the principal or the interest on its
municipal securities may be materially affected.
Except as otherwise provided above, the Portfolio's
investment objectives and policies are not designated
"fundamental policies" within the meaning of the Act and
may, therefore, be changed without a shareholder vote.
However, the Portfolio will not change its investment
policies without contemporaneous written notice to
shareholders.
Treasury Portfolio
The Portfolio pursues its objectives by maintaining a
portfolio of the following investments diversified by
maturities not exceeding 397 days:
1. Issues of the United States Treasury, such as
bills, certificates of indebtedness, notes and bonds. Such
issues are supported by the full faith and credit of the
U.S. Treasury.
2. Repurchase agreements pertaining to the above
securities. For a description of repurchase agreements, see
below, "Additional Investment Policies - Repurchase
Agreements."
Reverse Repurchase Agreements. While the Portfolio has
no present plans to do so, it may enter into reverse
repurchase agreements, which have the characteristics of
borrowing and which involve the sale of securities held by
the Fund with an agreement to repurchase the securities at
an agreed-upon price, date and interest payment.
When-Issued Securities. For a description of when-
issued securities, see below, "Additional Investment
Policies - When-Issued Securities".
Floating and Variable Rate Obligations. The Portfolio
may purchase floating and variable rate obligations,
including floating and variable rate demand notes and bonds.
The Portfolio may invest in variable and floating rate
obligations whose interest rates are adjusted either at
predesignated periodic intervals or whenever there is a
change in the market rate to which the security's interest
15
<PAGE>
rate is tied. The Portfolio may also purchase floating and
variable rate demand notes and bonds, which are obligations
ordinarily having stated maturities in excess of 397 days,
but which permit the holder to demand payment of principal
and accrued interest at any time, or at specified intervals
not exceeding 397 days, in each case upon not more than 30
days' notice.
Except as otherwise provided, the Portfolio's investment
policies are not designated "fundamental policies" within
the meaning of the Act and may, therefore, be changed by the
Directors of the Fund without a shareholder vote. However,
the Portfolio will not change its investment policies
without contemporaneous written notice to shareholders.
There can be no assurance, as is true with all investment
companies, that the Portfolio's objectives will be achieved.
Additional Investment Policies
The following investment policies supplement those set
forth above for each Portfolio. Except as otherwise
indicated below, such additional policies apply to all
Portfolios.
Repurchase Agreements
A repurchase agreement arises when a buyer purchases a
security and simultaneously agrees to resell it to the
vendor on an agreed-upon future date. The resale price is
greater than the purchase price, reflecting an agreed-upon
market rate which is effective for the period of time the
buyer's money is invested in the security and which is not
related to the coupon rate on the purchased security.
Repurchase agreements may be entered into with member banks
of the Federal Reserve System or "primary dealers" (as
designated by the Federal Reserve Bank of New York) in U.S.
Government securities or with State Street Bank and Trust
Company ("State Street Bank"), the Fund's Custodian. It is
each Portfolio's current practice, which may be changed at
any time without shareholder approval, to enter into
repurchase agreements only with such primary dealers and
State Street Bank. For each repurchase agreement, each
Portfolio requires continual maintenance of the market value
of underlying collateral in amounts equal to, or in excess
of, the agreement amount. While the maturities of the
underlying collateral may exceed 397 days, the term of the
repurchase agreement is always less than 397 days. In the
event that a counterparty defaulted on its repurchase
obligation, a Portfolio might suffer a loss to the extent
that the proceeds from the sale of the collateral were less
than the repurchase price. If the vendor became bankrupt, a
16
<PAGE>
Portfolio might be delayed in selling the collateral.
Repurchase agreements often are for short periods such as
one day or a week, but may be longer. Repurchase agreements
not terminable within seven days will be limited to no more
than 10% of a Portfolio's assets. Pursuant to Rule 2a-7, a
repurchase agreement is deemed to be an acquisition of the
underlying securities, provided that the obligation of the
seller to repurchase the securities from the money market
fund is collateralized fully (as defined in such Rule).
Accordingly, the counterparty of a fully collateralized
repurchase agreement is deemed to be the issuer of the
underlying securities.
Reverse Repurchase Agreements
Each Portfolio may also enter into reverse repurchase
agreements, which involve the sale of money market
securities held by a Portfolio with an agreement to
repurchase the securities at an agreed-upon price, date and
interest payment. The Portfolios do not currently intend to
enter into such agreements during the coming year.
When-Issued Securities
Certain issues that the Portfolios are permitted to
purchase are offered on a "when-issued" basis. When so
offered, the price, which is generally expressed in yield
terms, is fixed at the time the commitment to purchase is
made, but delivery and payment for the when-issued
securities take place at a later date. Normally, the
settlement date occurs from within ten days to one month
after the purchase of the issue. During the period between
purchase and settlement, no payment is made by a Portfolio
to the issuer and, thus, no interest accrues to a Portfolio
from the transaction. When-issued securities may be sold
prior to the settlement date, but each Portfolio makes
when-issued commitments only with the intention of actually
acquiring the securities. To facilitate such acquisitions,
the Fund's Custodian will maintain, in a separate account of
each Portfolio, U.S. Government securities or other liquid
high grade debt securities having value equal to or greater
than commitments held by that Portfolio. Similarly, a
separate account will be maintained to meet obligations in
respect of reverse repurchase agreements. On delivery dates
for such transactions, a Portfolio will meet its obligations
from maturities or sales of the securities held in the
separate account and/or from the available cash flow. If a
Portfolio, however, chooses to dispose of the right to
acquire a when-issued security prior to its acquisition, it
can incur a gain or loss. At the time a Portfolio makes the
commitment to purchase a security on a when-issued basis, it
17
<PAGE>
records the transaction and reflects the value of the
security in determining its net asset value. No when-issued
commitments will be made if, as a result, more than 15% of a
Portfolio's net assets would be so committed.
Illiquid Securities and Restricted Securities
None of the Portfolios will maintain more than 10% of
its net assets in illiquid securities. Illiquid securities
may include securities that are not readily marketable,
securities subject to legal or contractual restrictions on
resale and repurchase agreements not terminable within seven
days. Except with respect to the Tax-Free Portfolio, which
is not permitted to invest in restricted securities,
restricted securities that are determined by the Adviser to
be liquid in accordance with procedures adopted by the
Directors, including securities eligible for resale under
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act") and commercial paper issued in reliance
upon the exemption from registration in Section 4(2) of the
Securities Act, will not be treated as illiquid for purposes
of the restriction on illiquid securities. Restricted
securities are securities subject to the contractual or
legal restrictions on resale, such as those arising from an
issuer's reliance upon certain exemptions from registration
under the Securities Act. As to illiquid securities, a
Portfolio is subject to a risk that, should the Portfolio's
desire to sell them when a ready buyer is not available at a
price the Portfolio deems representative of their value, the
value of the Portfolio's net assets could be adversely
affected.
The Fund's Directors have the ultimate responsibility
for determining whether specific securities are liquid or
illiquid. The Directors have delegated the function of
making day-to-day determinations of liquidity to the
Adviser, pursuant to guidelines approved by the Directors.
Following the purchase of a restricted security by a
Portfolio, the Adviser monitors continuously the liquidity
of such security and reports to the Directors regarding
purchases of liquid restricted securities.
General
While there are many kinds of short-term securities used
by money market investors, the Portfolios, in keeping with
their primary investment objective of safety of principal,
generally restrict their investments to the types summarized
above. Net income to shareholders is aided both by each
Portfolio's ability to make investments in large
18
<PAGE>
denominations and by efficiencies of scale. Also, each
Portfolio may seek to improve its income by selling certain
portfolio securities prior to maturity in order to take
advantage of yield disparities that occur in money markets.
The market value of each Portfolio's investments tends to
decrease during periods of rising interest rates and to
increase during intervals of falling rates.
____________________________________________________________
INVESTMENT RESTRICTIONS
____________________________________________________________
Unless otherwise specified to the contrary, the
following restrictions may not be changed with respect to a
Portfolio without the affirmative vote of (1) 67% or more of
the shares represented at a meeting at which more than 50%
of the outstanding shares are present in person or by proxy
or (2) more than 50% of the outstanding shares, whichever is
less. If a percentage restriction is adhered to at the time
of an investment, a later increase or decrease in percentage
resulting from a change in values of portfolio securities or
in the amount of the Portfolio's assets will not constitute
a violation of that restriction.
Prime Portfolio
The Portfolio may not:
1. purchase any security which has a maturity date
more than one year1 from the date of the Portfolio's
purchase;
2. invest 25% or more of its total assets in the
securities of issuers conducting their principal business
activities in any one industry provided that for purposes of
this restriction (a) there is no limitation with respect to
investments in securities issued or guaranteed by the United
States Government, its agencies or instrumentalities, or
bank obligations, including certificates of deposit,
bankers' acceptances and interest-bearing savings deposits
(such bank obligations are issued by domestic banks,
including U.S. branches of foreign banks subject to the same
regulation as U.S. banks) and (b) consumer finance
companies, industrial finance companies and gas, electric,
____________________
1. Which maturity, pursuant to Rule 2a-7, may extend to 397
days, or such greater length of time as may be permitted
from time to time pursuant to Rule 2a-7.
19
<PAGE>
water and telephone utility companies are each considered to
be separate industries;
3. invest more than 5% of its assets in the securities
of any one issuer2 (exclusive of securities issued or
guaranteed by the United States Government, its agencies or
instrumentalities), except that up to 25% of the value of
the Portfolio's total assets may be invested without regard
to such 5% limitation;
4. invest in more than 10% of any one class of an
issuer's outstanding securities (exclusive of securities
issued or guaranteed by the United States Government, its
agencies or instrumentalities);
5. borrow money except from banks on a temporary basis
or via entering into reverse repurchase agreements in an
aggregate amount not to exceed 15% of the Portfolio's assets
and to be used exclusively to facilitate the orderly
maturation and sale of portfolio securities during any
periods of abnormally heavy redemption requests, if they
should occur; such borrowings may not be used to purchase
investments and the Portfolio will not purchase any
investments while borrowings in excess of 5% of total assets
exist;
6. pledge, hypothecate or in any manner transfer, as
security for indebtedness, any securities owned or held by
the Fund except as may be necessary in connection with any
borrowing mentioned above, including reverse repurchase
agreements, and in an aggregate amount not to exceed 15% of
the Portfolio's assets;
7. make loans, provided that the Portfolio may
purchase money market securities and enter into repurchase
agreements;
____________________
2. As a matter of operating policy, pursuant to Rule 2a-7,
the Prime Portfolio will invest no more than 5% of its
assets in the first tier (as defined in Rule 2a-7)
securities of any one issuer, except that under Rule 2a-
7, a Fund may invest up to 25% of its total assets in
the first tier securities of a single issuer for a
period of up to three business days. Fundamental policy
number (3) would give the Portfolio the ability to
invest, with respect to 25% of its assets, more than 5%
of its assets in any one issuer only in the event Rule
2a-7 is amended in the future.
20
<PAGE>
8. enter into repurchase agreements if, as a result
thereof, more than 10% of the Portfolio's assets would be
committed to repurchase agreements not terminable within
seven days and other illiquid investments; or
9. (a) make investments for the purpose of exercising
control; (b) purchase securities of other investment
companies, except in connection with a merger,
consolidation, acquisition or reorganization; (c) invest in
real estate (other than money market securities secured by
real estate or interests therein or money market securities
issued by companies which invest in real estate, or
interests therein), commodities or commodity contracts,
including futures contracts, interests in oil, gas and other
mineral exploration or other development programs;
(d) purchase securities on margin; (e) make short sales of
securities or maintain a short position or write, purchase
or sell puts, call, straddles, spreads or combinations
thereof; (f) invest in securities of issuers (other than
agencies and instrumentalities of the United States
Government) having a record, together with predecessors, of
less than three years of continuous operation if more than
5% of the Portfolio's assets would be invested in such
securities; (g) purchase or retain securities of any issuers
if those officers and directors of the Fund and employees of
the Adviser who own individually more than 1/2% of the
outstanding securities of such issuer together own more than
5% of the securities of such issuer; or (h) act as an
underwriter of securities.
Government Portfolio
The Portfolio may not:
1. purchase any security which has a maturity date
more than one year3 from the date of the Portfolio's
purchase;
2. purchase securities other than marketable
obligations of, or guaranteed by, the United States
Government, its agencies or instrumentalities, or repurchase
agreements pertaining thereto;
3. enter into repurchase agreements if, as a result
thereof, more than 10% of the Portfolio's assets would be
committed to repurchase agreements not terminable within
____________________
3. Which maturity, pursuant to Rule 2a-7, may extend to 397
days, or such greater length of time as may be permitted
from time to time pursuant to Rule 2a-7.
21
<PAGE>
seven days and other illiquid investments or with any one
seller if, as a result thereof, more than 5% of the
Portfolio's assets would be invested in repurchase
agreements purchased from such seller;4 and may not enter
into any reverse repurchase agreements if, as a result
thereof, the Portfolio's obligations with respect to reverse
repurchase agreements would exceed 10% of the Portfolio's
assets;
4. borrow money except from banks on a temporary basis
or via entering into reverse repurchase agreements in
aggregate amounts not to exceed 10% of the Portfolio's
assets and to be used exclusively to facilitate the orderly
maturation and sale of portfolio securities during any
periods of abnormally heavy redemption requests, if they
should occur; such borrowings may not be used to purchase
investments and the Portfolio will not purchase any
investments while borrowings in excess of 5% of total assets
exist;
5. pledge, hypothecate or in any manner transfer, as
security for indebtedness, any securities owned or held by
the Portfolio except as may be necessary in connection with
any borrowing mentioned above, including reverse repurchase
agreements, and in an aggregate amount not to exceed 10% of
the Portfolio's assets;
6. make loans, provided that the Portfolio may
purchase securities of the type referred to in paragraph 2
above and enter into repurchase agreements with respect
thereto; or
7. act as an underwriter of securities.
Tax-Free Portfolio
The Portfolio may not:
1. purchase any security which has a maturity date
more than one year5 from the date of the Portfolio's
purchase;
____________________
4. Pursuant to Rule 2a-7, acquisition of a fully
collateralized repurchase agreement is deemed to be the
acquisition of the underlying securities.
5. Which maturity, pursuant to Rule 2a-7, may extend to 397
days, or such greater length of time as may be permitted
from time to time pursuant to Rule 2a-7.
22
<PAGE>
2. invest more than 25% of its total assets in the
securities of issuers conducting their principal business
activities in any one industry, provided that for purposes
of this policy (a) there is no limitation with respect to
investments in municipal securities (including industrial
development bonds), securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, and bank
obligations, including certificates of deposit, bankers'
acceptances and interest-bearing savings deposits, (such
bank obligations are issued by domestic banks, including
U.S. branches of foreign banks subject to the same
regulation as U.S. banks) and (b) consumer finance
companies, industrial finance companies and gas, electric,
water and telephone utility companies are each considered to
be separate industries. For purposes of this restriction
and those set forth in restrictions 4 and 5 below, the
Portfolio will regard the entity which has the primary
responsibility for the payment of interest and principal as
the issuer;
3. invest more than 25% of its total assets in
municipal securities (a) whose issuers are located in the
same state, or (b) the interest upon which is paid from
revenues of similar-type projects;
4. invest more than 5% of its total assets in the
securities of any one issuer (other than securities issued
or guaranteed by the U.S. Government, its agencies or
instrumentalities) except that with respect to 25% of its
total assets it may invest not more than 10% of such total
assets in the securities of any one issuer.6 For purposes
of such 5% and 10% limitations, the issuer of the letter of
credit or other guarantee backing a participation interest
in a variable rate industrial development bond is deemed to
be the issuer of such participation interest;
5. purchase more than 10% of any class of the voting
securities of any one issuer except securities issued or
____________________
6. As a matter of operating policy, pursuant to Rule 2a-7,
the Tax-Free Portfolio will invest no more than 5% of
its assets in the securities of any one issuer, except
that under Rule 2a-7, a Fund may invest up to 25% of its
total assets in the first tier securities (as defined in
Rule 2a-7) of a single issuer for a period of up to
three business days. Fundamental policy number (4)
would give the Portfolio the ability to invest, with
respect to 25% of its assets, more than 5% of its assets
in any one issuer only in the event Rule 2a-7 is amended
in the future.
23
<PAGE>
guaranteed by the U.S. Government, its agencies or
instrumentalities;
6. borrow money except from banks on a temporary basis
or via entering into reverse repurchase agreements for
extraordinary or emergency purposes in an aggregate amount
not to exceed 15% of the Portfolio's total assets. Such
borrowings may be used, for example, to facilitate the
orderly maturation and sale of portfolio securities during
periods of abnormally heavy redemption requests, if they
should occur, such borrowings may not be used to purchase
investments and the Portfolio will not purchase any
investments while borrowings in excess of 5% of total assets
exist;
7. pledge, hypothecate, mortgage or otherwise encumber
its assets except to secure borrowings, including reverse
repurchase agreements, effected within the limitations set
forth in restriction 6. To meet the requirements of
regulations in certain states, the Portfolio, as a matter of
operating policy, will limit any such pledging,
hypothecating or mortgaging to 10% of its total assets,
valued at market, so long as shares of the Portfolio are
being sold in those states;
8. make loans of money or securities except by the
purchase of debt obligations in which the Portfolio may
invest consistent with its investment objectives and
policies and by investment in repurchase agreements;
9. enter into repurchase agreements (i) not terminable
within seven days if, as a result thereof, more than 10% of
the Portfolio's total assets would be committed to such
repurchase agreements (whether or not illiquid) or other
illiquid investments, or (ii) with a particular vendor7 if
immediately thereafter more than 5% of the Portfolio's
assets would be committed to repurchase agreements entered
into with such vendor; or
10. (a) make investments for the purpose of exercising
control; (b) purchase securities of other investment
companies, except in connection with a merger,
consolidation, acquisition or reorganization; (c) invest in
real estate (other than securities secured by real estate or
interests therein or securities issued by companies which
invest in real estate or interests therein), commodities or
____________________
7. Pursuant to Rule 2a-7, acquisition of a fully
collateralized repurchase agreement is deemed to be the
acquisition of the underlying securities.
24
<PAGE>
commodity contracts; (d) purchase any restricted securities
or securities on margin; (e) make short sales of securities
or maintain a short position or write, purchase or sell puts
(except for standby commitments as described in the
Prospectus and above), calls straddles, spreads or
combinations thereof; (f) invest in securities of issuers
(other than agencies and instrumentalities of the United
States Government) having a record, together with
predecessors, of less than three years of continuous
operation if more than 5% of the Portfolio's assets would be
invested in such securities; (g) purchase or retain
securities of any issuer if those officers and directors of
the Fund and of the Adviser who own individually more than
1/2 of 1% of the outstanding securities of such issuer
together own more than 5% of the securities of such issuer;
or (h) act as an underwriter of securities.
Treasury Portfolio
The Portfolio:
1. May not borrow money except from banks on a
temporary basis or via entering into reverse repurchase
agreements in aggregate amounts not to exceed 10% of the
Portfolio's assets and to be used exclusively to facilitate
the orderly maturation and sale of portfolio securities
during any periods of abnormally heavy redemption requests,
if they should occur; such borrowings may not be used to
purchase investments and the Portfolio will not purchase any
investment while any such borrowings exist;
2. May not pledge, hypothecate or in any manner
transfer, as security for indebtedness, any securities owned
or held by the Portfolio except as may be necessary in
connection with any borrowing mentioned above, including
reverse repurchase agreements, and in an aggregate amount
not to exceed 10% of the Portfolio's assets;
3. May not make loans, provided that the Portfolio may
purchase securities of the type referred to in paragraph 2
above and enter into repurchase agreements with respect
thereto;
4. May not invest in real estate (other than money
market securities secured by real estate or interests
therein or money market securities issued by companies which
invest in real estate, or interests therein), commodities or
commodity contracts, interests in oil, gas and other mineral
exploration or other development programs; and
5. May not act as an underwriter of securities.
25
<PAGE>
____________________________________________________________
MANAGEMENT
____________________________________________________________
Organization
Each of the Portfolios is a series of Alliance
Institutional Reserves, Inc., an open-end management
investment company registered under the 1940 Act and
organized as a Maryland corporation on March 21, 1990. Each
Portfolio's activities are supervised by the Board of
Directors. The Adviser provides investment advice and, in
general, conducts the management and investment program of
the Fund, subject to the general supervision and control of
the Board of Directors.
Normally, shares of each series are entitled to one vote
per share, and vote as a single series, on matters that
affect each series in substantially the same manner.
Maryland law does not require annual meetings of
shareholders and it is anticipated that shareholder meetings
will be held only when required by federal or Maryland law.
Shareholders have available certain procedures for the
removal of directors.
Directors and Officers
The Directors and principal officers of the Fund and
their primary occupations during the past five years are set
forth below. Unless otherwise specified, the address of
each such person is 1345 Avenue of the Americas, New York,
New York 10105. Those Directors whose names are followed by
an asterisk are "interested persons" of the Fund as
determined under the Act. Each Director and officer is
affiliated as such with one or more of the other registered
investment companies that are advised by the Adviser.
Directors
JOHN D. CARIFA,8 54, Chairman of the Board of Directors,
is the President, Chief Operating Officer and a Director of
Alliance Capital Management Corporation ("ACMC"), with which
he has been associated since prior to 1994.
RUTH BLOCK, 68, was formerly Executive Vice President
and Chief Insurance Officer of Equitable. She is a Director
of Ecolab Incorporated (specialty chemicals) and Amoco
____________________
8. An interested person as defined in the Act.
26
<PAGE>
Corporation (oil and gas). Her address is Box 4653,
Stamford, Connecticut, 06903.
DAVID H. DIEVLER, 69, was formerly a Senior Vice
President of ACMC, with which he was associated since prior
to 1992 through 1994. He is currently an independent
consultant. His address is P.O. Box 167, Spring Lake, New
Jersey, 07762.
JOHN H. DOBKIN, 57, has been the President of Historic
Hudson Valley (historic preservation) since prior to 1994.
Previously, he was Director of the National Academy of
Design. His address is 150 White Plains Road, Tarrytown,
New York 10591.
WILLIAM H. FOULK, JR., 66, is an Investment Advisor and
Independent Consultant. He was formerly Senior Manager of
Barrett Associates, Inc., a registered investment adviser,
since 1986. His address is Suite 100, 2 Greenwich Plaza,
Greenwich, Connecticut 06830.
DR. JAMES M. HESTER, 75, is President of the Harry Frank
Guggenheim Foundation and a Director of Union Carbide
Corporation, with which he has been associated since prior
to 1994. He was formerly President of New York University,
the New York Botanical Garden and Rector of the United
Nations University. His address is 45 East 89th Street, New
York, New York 10128.
CLIFFORD L. MICHEL, 60, is a partner of the law firm of
Cahill Gordon & Reindel, with which he has been associated
since prior to 1994. He is Chief Executive Officer of
Wenonah Development Company (investment holding company) and
a Director of Placer Dome, Inc. (mining). His address is 80
Pine Street, New York, New York 10005.
DONALD J. ROBINSON, 65, was formerly a partner of the
law firm of Orrick, Herrington & Sutcliffe since prior to
1994 and is currently of counsel to that firm. His address
is 666 Fifth Avenue, 19th Floor, New York, New York
10103.
Officers
RONALD M. WHITEHILL - President, 61, is a Senior Vice
President of ACMC and President of Alliance Cash Management
Services with which he has been associated since prior to
1994.
27
<PAGE>
KATHLEEN A. CORBET, Senior Vice President, 39, is an
Executive Vice President of ACMC with which she has been
associated since prior to 1994.
DREW A. BIEGEL - Senior Vice President, 48, is a Vice
President of ACMC with which he has been associated since
prior to 1994.
RAYMOND J. PAPERA - Senior Vice President, 43, is a Vice
President of ACMC with which he has been associated since
prior to 1994.
KENNETH T. CARTY - Vice President, 38, is an Assistant
Vice President of ACMC with which he has been associated
since prior to 1994.
JOHN F. CHIODI, JR. - Vice President, 33, is a Vice
President of ACMC with which he has been associated since
prior to 1994.
MARIA R. CONA - Vice President, 44, is an Assistant Vice
President of ACMC with which she has been associated since
prior to 1994.
FRANCES M. DUNN - Vice President, 28, is a Vice
President of ACMC with which she has been associated since
prior to 1994.
JOSEPH R. LASPINA - Vice President, 38, is an Assistant
Vice President of ACMC with which he has been associated
since prior to 1994.
EDMUND P. BERGAN, JR., Secretary, 49, is a Senior Vice
President and the General Counsel of Alliance Fund
Distributors, Inc. ("AFD") and Alliance Fund Services, Inc.
("AFS"), with which he has been associated since prior to
1994.
MARK D. GERSTEN, Treasurer and Chief Financial Officer,
48, is a Senior Vice President of AFS and a Vice President
of AFD, with which he has been associated since prior to
1994.
VINCENT S. NOTO, Controller, 34, is a Vice President of
AFS, with which he has been associated since prior to
1994.
ANDREW L. GANGOLF - Assistant Secretary, 45, is a Vice
President and Assistant General Counsel of AFD with which he
has been associated since December 1994. Prior thereto, he
28
<PAGE>
was Vice President and Assistant Secretary of Delaware
Management Co., Inc.
DOMENICK PUGLIESE - Assistant Secretary, 38, is a Vice
President and Assistant General Counsel of AFD with which he
has been associated since May 1995. Prior thereto, he was
Vice President and Counsel of Concord Holding Corporation
since 1994 and Vice President and Associate General Counsel
of Prudential Securities since 1992.
EMILIE D. WRAPP - Assistant Secretary, 43, is a Vice
President and Assistant General Counsel of AFD with which
she has been associated since prior to 1994.
The aggregate compensation paid by the Fund to each of
the Directors during its fiscal year ended April 30, 1999,
the aggregate compensation paid to each of the Directors
during calendar year 1998 by all of the registered
investment companies to which the Adviser provides
investment advisory services (collectively, the "Alliance
Fund Complex"), and the total number of registered
investment companies (and separate investment portfolios
within those companies) in the Alliance Fund Complex with
respect to which each of the Directors serves as a director
or trustee, are set forth below. Neither the Fund nor any
registered investment company in the Alliance Fund Complex
provides compensation in the form of pension or retirement
benefits to any of its directors or trustees. Each of the
Directors is a director or trustee of one or more other
registered investment companies in the Alliance Fund
Complex.
29
<PAGE>
Total Number
Total Number of Investment
of Registered Portfolios
Investment within the
Companies in Alliance
Total the Alliance Fund Complex,
Compensation Fund Complex, Including
from the Including the the Fund,
Alliance Fund, as to which as to which
Aggregate Fund Complex, the Director the Director
Compensation Including is a Director is a Director
Name of Director From the Fund the Fund or Trustee or Trustee
John D. Carifa $-0- $-0- 49 114
Ruth Block $159,767.50 $180,762.50 36 77
David H. Dievler $159,800.50 $216,287.50 42 80
John H. Dobkin $158,912.50 $185,362.50 40 91
William H. Foulk, Jr. $160,657.50 $241,002.50 44 109
Dr. James M. Hester $160,412.50 $172,912.50 36 74
Clifford L. Michel $158,912.50 $187,762.50 37 90
Donald J. Robinson $157,767.50 $193,708.50 40 103
As of June 15, 1999, the Directors and officers of the
Fund as a group owned less than 1% of the outstanding shares
of each Portfolio.
The Adviser
The Fund's investment adviser is Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New
York 10105. The Adviser is a leading international adviser
managing client accounts with assets as of March 31, 1999
totaling more than $301 billion (of which approximately $127
billion represented assets of investment companies). As of
March 31, 1999, the managed retirement assets for many of
the largest public and private employee benefit plans
(including 30 of the nation's FORTUNE 100 companies), for
public employee retirement funds in 32 out of the 50 states,
for investment companies, and for foundations, endowments,
banks and insurance companies worldwide. The 53 registered
investment companies, with 119 separate portfolios, managed
by the Adviser currently have more than four million
shareholder accounts.
Alliance Capital Management Corporation ("ACMC"), the
sole general partner of, and the owner of a 1% general
partnership interest in, the Adviser, is an indirect wholly-
owned subsidiary of The Equitable Life Assurance Society of
the United States ("Equitable"), one of the largest life
insurance companies in the United States and a wholly-owned
30
<PAGE>
subsidiary of The Equitable Companies Incorporated ("ECI").
ECI is a holding company controlled by AXA, a French
insurance holding company. As of March 1, 1999, AXA and
certain of its subsidiaries beneficially owned approximately
58.4% of ECI's outstanding common stock. ECI is a public
company with shares traded on the New York Stock
Exchange.
AXA, a French company, is the holding company for an
international group of insurance and related financial
services companies. AXA's insurance operations include
activities in life insurance, property and casualty
insurance and reinsurance. The insurance operations are
diverse geographically with activities principally in
Western Europe, North America, the Asia/Pacific area and, to
a lesser extent, in Africa and South America. AXA is also
engaged in asset management, investment banking, securities
trading, brokerage, real estate and other financial
activities principally in the United States, as well as in
Western Europe and the Asia/Pacific area.
For insurance regulatory purposes the shares of capital
stock of ECI beneficially owned by AXA and its subsidiaries
have been deposited into a voting trust which has an initial
term of 10 years commencing in 1992. The trustees of the
voting trust (the "Voting Trustees") have agreed to protect
the legitimate economic interests of AXA, but with a view of
ensuring that certain minority shareholders of AXA do not
exercise control over ECI or certain of its insurance
subsidiaries. As of March 1, 1999, AXA, ECI, Equitable and
certain subsidiaries of Equitable were the beneficial owners
of approximately 56.6% of the issued and outstanding units
representing assignments of beneficial ownership of limited
partnership interests ("Units") in the Adviser.
Based on information provided by AXA, on March 1, 1999,
approximately 20.7% of the issued ordinary shares
(representing 32.7% of the voting power) of AXA were owned
directly and indirectly by Finaxa, a French holding company.
As of March 1, 1999, 61.7% of the shares (representing 72.3%
of the voting power) of Finaxa were owned by four French
mutual insurance companies (the "Mutuelles AXA") (one of
which, AXA Assurances I.A.R.D Mutuelle, owned 35.4% of the
shares, representing 41.5% of the voting power of Finaxa),
and 22.7% of the shares of Finaxa (representing 13.7% of the
voting power) were owned by Paribas, a French bank.
Including the ordinary shares owned by Finaxa, on March 1,
1999, the Mutuelles AXA directly and indirectly owned
approximately 23.9% of the issued ordinary shares
(representing 37.6% of the voting power) of AXA. The Voting
Trustees may be deemed to be beneficial owners of all Units
31
<PAGE>
beneficially owned by AXA and its subsidiaries. By virtue
of the provisions of the voting trust agreement, AXA may be
deemed to have shared voting power with respect to the
Units. In addition, the Mutuelles AXA, as a group, and
Finaxa may be deemed to be beneficial owners of all Units
beneficially owned by AXA and its subsidiaries. AXA and its
subsidiaries have the power to dispose or direct the
disposition of all shares of the capital stock of ECI
deposited in the voting trust. The Mutuelles AXA, as a
group, and Finaxa may be deemed to share power to vote or
direct the vote and to dispose or to direct the disposition
of all the Units beneficially owned by AXA and its
subsidiaries. By reason of their relationship, AXA, the
Voting Trustees, the Mutuelles AXA, Finaxa, ECI, Equitable,
Equitable Holdings, L.L.C., Equitable Investment
Corporation, ACMC and Equitable Capital Management
Corporation may be deemed to share the power to vote or
direct the vote and to dispose or direct the disposition of
all or a portion of the Units beneficially owned by AXA and
its subsidiaries.
Under the Advisory Agreement, the Adviser provides each
Portfolio of the Fund and pays all compensation of Directors
of the Fund who are affiliated persons of the Adviser. The
Adviser or its affiliates also furnish the Fund without
charge with management supervision and assistance and office
facilities. Under the Advisory Agreement, each Portfolio
pays the Adviser at an annual rate of .20% of the average
daily value of its net assets. The fee is accrued daily and
paid monthly.
The Adviser has undertaken, until, at its request, the
Fund notifies investors to the contrary that if, in any
fiscal year, the aggregate expenses with respect to a class
of shares of a Portfolio, exclusive of taxes, brokerage,
interest on borrowings and extraordinary expenses, but
including the management fee and any applicable distribution
services fee, exceed .20%, .30% or .45% of a Portfolio's
aggregate operating expenses for the fiscal year
attributable to the Portfolio's Class A shares, Class B
shares or Class C shares, respectively, the Portfolio may
deduct from the payment to be made to the Adviser, or the
Adviser will otherwise bear, such expenses unless the
Adviser provides the Fund with at least 60 days' notice
prior to the end of the fiscal year of its determination not
to extend the undertaking. For the fiscal year ended April
30, 1999, each Portfolio paid the Adviser a management fee
of .20 of 1%. See the Report of Independent Auditors and
Financial Statements for reimbursements and waivers. For
the fiscal year ended April 30, 1998, the Prime Portfolio
paid the Adviser a management fee of .16 of 1% and the
32
<PAGE>
Adviser reimbursed $562,608, all of which represented
advisory fees, the Government Portfolio paid the Adviser a
management fee of .12 of 1% and the Adviser reimbursed
$243,394, all of which represented advisory fees and the
Tax-Free Portfolio paid the Adviser a management fee of .12
of 1% and the Adviser reimbursed $205,077, all of which
represented advisory fees. For the fiscal year ended
April 30, 1997, the Prime Portfolio paid the Adviser a
management fee of .__% of 1% and the Adviser reimbursed
$661,792, all of which represented advisory fees. For the
fiscal year ended April 30, 1997, the Government Portfolio
paid the Adviser a management fee of .__% of 1% and the
Adviser reimbursed $289,896, all of which represented
advisory fees. For the fiscal year ended April 30, 1997,
the Tax-Free Portfolio paid the Adviser a management fee of
.__% of 1% and the Adviser reimbursed $257,876, all of which
represented advisory fees. The Adviser may make payments
from time to time from its own resources, which may include
the management fees paid by the Portfolios of the Fund, to
compensate broker-dealers, including Donaldson, Lufkin &
Jenrette Securities Corp. and its Pershing Division,
affiliates of the Adviser, depository institutions and other
financial intermediaries that engage in or support the
distribution of shares of the Fund, and to pay for the
preparation, printing and distribution of prospectuses and
other literature or other promotional activities.
The Advisory Agreement will remain in effect until
December 31, 1999, and thereafter for successive twelve-
month periods computed from each January 1, provided that
such continuance is specifically approved at least annually
by a vote of a majority of each Portfolio's outstanding
voting securities or by the Fund's Board of Directors,
including in either case approval by a majority of the
Directors who are not parties to the Advisory Agreement or
interested persons as defined in the Act. The Advisory
Agreement may be terminated with respect to any Portfolio
without penalty on 60 days' written notice at the option of
either party or by vote of a majority of the outstanding
voting securities of such Portfolio; it will automatically
terminate in the event of assignment. The Adviser is not
liable for any action or inaction with regard to its
obligations under the Advisory Agreement as long as it does
not exhibit willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations.
33
<PAGE>
____________________________________________________________
EXPENSES OF THE FUND
____________________________________________________________
Distribution Agreement
The Fund has entered into a Distribution Agreement (the
"Agreement") with Alliance Fund Distributors, Inc., the
Fund's principal underwriter (the "Principal Underwriter"),
to permit the Fund to pay distribution services fees to
defray expenses associated with distribution of its Class B
and Class C shares in accordance with a plan of distribution
which is included in the Agreement and has been duly adopted
and approved in accordance with Rule 12b-1 adopted by the
Commission under the Act (the "Rule 12b-1 Plan").
Under the Agreement, the Treasurer of the Fund will
report the amounts expended under the Rule 12b-1 Plan and
the purposes for which such expenditures were made to the
Directors of the Fund for their review on a quarterly basis.
Also, the Agreement provides that the selection and
nomination of Directors who are not interested persons of
the Fund (as defined in the Act) are committed to the
discretion of such disinterested Directors then in office.
The Agreement was initially approved by the Directors of the
Fund at a meeting held on June 22, 1998.
In approving the Agreement, the Directors of the Fund
determined that there was a reasonable likelihood that the
Agreement would benefit the Fund and its shareholders.
Information with respect to distribution services fees and
other revenues and expenses of the Principal Underwriter
will be presented to the Directors each year for their
consideration in connection with their deliberations as to
the continuance of the Agreement. In their review of the
Agreement, the Directors will be asked to take into
consideration separately with respect to each class the
distribution expenses incurred with respect to such class.
The distribution services fee of a particular class will not
be used to subsidize the provision of distribution services
with respect to any other class.
During the Fund's fiscal period June 29, 1998
(commencement of operations) to April 30, 1999, the Fund
paid distribution services fees for expenditures under the
Agreement. With respect to the Prime Portfolio Class B
shares, distribution services fees for expenditures under
the Agreement amounted to $________, which constituted .___%
of the Portfolio's aggregate average daily net assets
attributable to Class B shares during the fiscal year. Of
34
<PAGE>
the $__________ paid by the Adviser and the Fund under the
Agreement, $_________ was paid for advertising, printing and
mailing of prospectuses for persons other than current
shareholders; and $________ was paid to broker-dealers and
other financial intermediaries for distribution
assistance.
With respect to the Prime Portfolio Class C shares,
distribution services fees for expenditures under the
Agreement amounted to $________ which constituted .___% of
the Portfolio's aggregate average daily net assets
attributable to Class C shares during the fiscal year. Of
the $__________ paid by the Adviser and the Fund under the
Agreement, $_________ was paid for advertising, printing and
mailing of prospectuses for persons other than current
shareholders; and $________ was paid to broker-dealers and
other financial intermediaries for distribution
assistance.
With respect to the Government Portfolio Class B shares,
distribution services fees for expenditures under the
Agreement amounted to $_______, which constituted .___% of
the Portfolio's aggregate average daily net assets
attributable to Class B shares during the fiscal year. Of
the $__________ paid by the Adviser and the Fund under the
Agreement, $_________ was paid for advertising, printing and
mailing of prospectuses for persons other than current
shareholders; and $________ was paid to broker-dealers and
other financial intermediaries for distribution
assistance.
With respect to the Government Portfolio Class C shares,
distribution services fees for expenditures under the
Agreement amounted to $_________ which constituted .___% of
the Portfolio's aggregate average daily net assets
attributable to Class C shares during the fiscal year. Of
the $__________ paid by the Adviser and the Fund under the
Agreement, $_________ was paid for advertising, printing and
mailing of prospectuses for persons other than current
shareholders; and $________ was paid to broker-dealers and
other financial intermediaries for distribution
assistance.
With respect to the Tax-Free Portfolio Class B shares,
distribution services fees for expenditures under the
Agreement amounted to $________ which constituted .___% of
the Portfolio's aggregate average daily net assets
attributable to Class B shares during the fiscal year. Of
the $__________ paid by the Adviser and the Fund under the
Agreement, $_________ was paid for advertising, printing and
mailing of prospectuses for persons other than current
35
<PAGE>
shareholders; and $________ was paid to broker-dealers and
other financial intermediaries for distribution
assistance.
With respect to the Tax-Free Portfolio Class C shares,
distribution services fees for expenditures under the
Agreement amounted to $_________ which constituted .___% of
the Portfolio's aggregate average daily net assets
attributable to Class C shares during the fiscal year. Of
the $__________ paid by the Adviser and the Fund under the
Agreement, $_________ was paid for advertising, printing and
mailing of prospectuses for persons other than current
shareholders; and $________ was paid to broker-dealers and
other financial intermediaries for distribution
assistance.
With respect to the Treasury Portfolio Class B shares,
distribution services fees for expenditures under the
Agreement amounted to $_________ which constituted .___% of
the Portfolio's aggregate average daily net assets
attributable to Class B shares during the fiscal year. Of
the $__________ paid by the Adviser and the Fund under the
Agreement, $_________ was paid for advertising, printing and
mailing of prospectuses for persons other than current
shareholders; and $________ was paid to broker-dealers and
other financial intermediaries for distribution
assistance.
With respect to the Treasury Portfolio Class C shares,
distribution services fees for expenditures under the
Agreement amounted to $________, which constituted .___% of
the Portfolio's aggregate average daily net assets
attributable to Class C shares during the fiscal year. Of
the $__________ paid by the Adviser and the Fund under the
Agreement, $_________ was paid for advertising, printing and
mailing of prospectuses for persons other than current
shareholders; and $________ was paid to broker-dealers and
other financial intermediaries for distribution
assistance.
Distribution services fees will be accrued daily and
paid monthly and are charged as expenses of the Fund as
accrued. The distribution services fees attributable to the
Class B shares and Class C shares are designed to permit an
investor to purchase such shares through broker-dealers,
depository institutions or other financial intermediaries
and at the same time to permit the Principal Underwriter to
compensate such broker-dealers, including Donaldson, Lufkin
& Jenrette Securities Corp. and its Pershing Division,
affiliates of the Adviser, depository institutions or other
financial intermediaries in connection with the sale of such
36
<PAGE>
shares or the provision of administrative or other services
to the holders of such shares. The distribution services
fee for a Portfolio is an amount equal to, on an annualized
basis, .10% of the aggregate average daily net assets
attributable to the Class B shares of the Portfolio and .25%
of the aggregate average daily net assets attributable to
the Class C shares of the Portfolio.
The Agreement became effective on July 22, 1992, and was
amended to become effective with respect to shares in the
Treasury Portfolio and the Class B shares and Class C shares
of the other Portfolios on June 29, 1999. The Agreement
will continue in effect until December 31, 1998 and
thereafter with respect to a class of shares of a Portfolio,
provided, however, that such continuance with respect to
that class is specifically approved annually by the
Directors of the Fund or by vote of the holders of a
majority of the outstanding voting securities (as defined in
the Act) of that class, 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 Act, of
any such party (other than as trustees of the Fund) and who
have no direct or indirect financial interest in the
operation of the Rule 12b-1 Plan or any agreement related
thereto. In the event that the Agreement is terminated or
not continued with respect to the Class B shares or Class C
shares, (i) no distribution services fees (other than
current amounts accrued but not yet paid) would be owed by
the Fund to the Principal Underwriter with respect to that
class, and (ii) the Fund would not be obligated to pay the
Principal Underwriter for any amounts expended under the
Agreement not previously recovered by the Principal
Underwriter from distribution services fees in respect of
shares of such class or through deferred sales charges.
All material amendments to the Agreement will become
effective only upon approval as provided in the preceding
paragraph; and the Agreement may not be amended in order to
increase materially the costs that the Fund may bear
pursuant to the Agreement without the approval of a majority
of the holders of the outstanding voting shares of the Fund
or the class or classes of the Fund affected. The Agreement
may be terminated (a) by the Fund without penalty at any
time by a majority vote of the holders of the Fund's
outstanding voting securities, voting separately by class,
or by a majority vote of the disinterested Directors or
(b) by the Principal Underwriter. To terminate the
Agreement, any party must give the other parties 60 days'
written notice; to terminate the Rule 12b-1 Plan only, the
Fund is not required to give prior notice to the Principal
37
<PAGE>
Underwriter. The Agreement will terminate automatically in
the event of its assignment.
Transfer Agency Agreement
Alliance Fund Services, Inc. ("AFS"), P.O. Box 1520,
Secaucus, NJ 07096-1520 and Alliance Fund Distributors, Inc.
("AFD"), 1345 Avenue of the Americas, New York, NY 10105,
are the Fund's Transfer Agent and Distributor, respectively.
AFS, an indirect wholly-owned subsidiary of Alliance,
receives a minimum transfer agency fee per month for each of
the Class A shares, Class B shares and Class C shares of the
Fund, plus reimbursement for out-of-pocket expenses.
____________________________________________________________
PURCHASE AND REDEMPTION OF SHARES
____________________________________________________________
The Fund may refuse any order for the purchase of
shares. The Fund reserves the right to suspend the sale of
a Portfolio's shares to the public in response to conditions
in the securities markets or for other reasons.
Shareholders maintaining accounts in a Portfolio of the
Fund through brokerage firms, depository institutions or
other financial intermediaries should be aware that such
institutions necessarily set deadlines for receipt of
transaction orders from their clients that are earlier than
the transaction times of the Fund itself so that the
institutions may properly process such orders prior to their
transmittal to State Street Bank. Should an investor place
a transaction order with such an institution after its
deadline, the institution may not effect the order with the
Fund until the next business day. Accordingly, an investor
should familiarize himself or herself with the deadlines set
by his or her institution.
Except with respect to telephone orders, investors whose
payment in Federal Funds or bank wire monies are received by
State Street Bank by 4:00 p.m. (Eastern time) will become
shareholders on, and will receive the dividend declared,
that day, with respect to the Prime, Government and Treasury
Portfolios. An investor's purchase order with respect to
the Tax-Free Portfolio must be received by State Street Bank
by 12:00 Noon (Eastern time). A telephone order for the
purchase of shares will become effective, and the shares
purchased will receive the dividend on shares declared on
that day, if such order is placed by 4:00 p.m. (Eastern
time) and Federal Funds or bank wire monies are received by
State Street bank prior to 4:00 p.m. (Eastern time) of such
38
<PAGE>
day, with respect to the Prime, Government and Treasury
Portfolios. With respect to the Tax-Free Portfolio, a
telephone order for the purchase of shares will become
effective, and the shares purchased will receive the
dividend on shares declared on that day, if such order is
placed by 12:00 Noon (Eastern time) and Federal Funds or
bank wire monies are received by State Street bank prior to
12:00 Noon (Eastern time) of such day. Federal Funds are a
bank's deposits in a Federal Reserve Bank. These Funds can
be transferred by Federal Reserve wire from the account of
one member bank to that of another member bank on the same
day and are considered to be immediately available Funds;
similar immediate availability is accorded monies received
at State Street Bank by bank wire. Money transmitted by a
check drawn on a member of the Federal Reserve System is
converted to Federal Funds in one business day following
receipt. Checks drawn on banks which are not members of the
Federal Reserve System may take longer. All payments
(including checks from individual investors) must be in
United States dollars.
All shares purchased are confirmed to each shareholder
and are credited to his or her account at net asset value.
To avoid unnecessary expense to the Fund and to facilitate
the immediate redemption of shares, stock certificates, for
which no charge is made, are not issued except upon the
written request of the shareholder. Certificates are not
issued for fractional shares. Shares for which certificates
have been issued are not eligible for any of the optional
methods of withdrawal. The Fund reserves the right to
reject any purchase order.
The Fund reserves the right to close out an account that
is below $500,000 after at least 60 days' written notice to
the shareholder unless the balance in such account is
increased to at least that amount during such period. For
purposes of this calculation, the sum of a shareholder's
balance in all of the Portfolios will be considered as one
account.
A "business day," during which purchases and redemptions
of Fund shares can become effective and the transmittal of
redemption proceeds can occur, is considered for Fund
purposes as any weekday exclusive of national holidays on
which the New York Stock Exchange is closed and of Good
Friday and Martin Luther King, Jr. Day; if one of these
holidays falls on a Saturday or Sunday, purchases and
redemptions will likewise not be processed on the preceding
Friday or the following Monday, respectively. On any such
day that is an official bank holiday in Massachusetts,
neither purchases nor wire redemptions can become effective
39
<PAGE>
because Federal Funds cannot be received or sent by State
Street Bank. On such days, therefore, the Fund can only
accept redemption orders for which shareholders desire
remittance by check. The right of redemption may be
suspended or the date of a redemption payment postponed for
any period during which the New York Stock Exchange is
closed (other than customary weekend and holiday closings),
when trading on the New York Stock Exchange is restricted,
or an emergency (as determined by the Commission) exists, or
the Commission has ordered such a suspension for the
protection of shareholders. The value of a shareholder's
investment at the time of redemption may be more or less
than his cost, depending on the market value of the
securities held by the Fund at such time and the income
earned.
____________________________________________________________
DAILY DIVIDENDS - DETERMINATION OF NET ASSET VALUE
____________________________________________________________
All net income of each Portfolio, except the Tax-Free
Portfolio, is determined at 12:00 Noon and 4:00 p.m.
(Eastern time) and is paid immediately thereafter pro rata
to shareholders of record of that Portfolio via automatic
investment in additional full and fractional shares in each
shareholder's account at the rate of one share for each
dollar distributed. All net income of the Tax-Free
Portfolio is determined at 12:00 Noon (Eastern time) and is
paid immediately thereafter pro rata to shareholders of
record of the Tax-Free Portfolio via automatic investment in
additional full and fractional shares in each shareholder's
account at the rate of one share for each dollar
distributed. As such additional shares are entitled to
dividends on following days, a compounding growth of income
occurs.
A Portfolio's net income consists of all accrued
interest income on assets less expenses allocable to that
Portfolio (including accrued expenses and fees payable to
the Adviser) applicable to that dividend period. Realized
gains and losses of each Portfolio are reflected in its net
asset value and are not included in net income. Net asset
value per share of each Portfolio is expected to remain
constant at $1.00 since all net income of each Portfolio is
declared as a dividend each time net income is determined
and net realized gains and losses, if any, are expected to
be relatively small.
The valuation of each Portfolio's portfolio securities
is based upon their amortized cost which does not take into
40
<PAGE>
account unrealized securities gains or losses as measured by
market valuations. The amortized cost method involves
valuing an instrument at its cost and thereafter applying a
constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest
rates on the market value of the instrument. During periods
of declining interest rates, the daily yield on shares of a
Portfolio may be higher than that of a fund with identical
investments utilizing a method of valuation based upon
market prices for its portfolio instruments; the converse
would apply in a period of rising interest rates.
The Fund maintains procedures designed to maintain, to
the extent reasonably possible, the price per share of each
Portfolio as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of a
Portfolio's portfolio holdings by the Directors at such
intervals as they deem appropriate to determine whether and
to what extent the net asset value of each Portfolio
calculated by using available market quotations or market
equivalents deviates from net asset value based on amortized
cost. There can be no assurance, however, that the Fund's
net asset value per share will remain constant at $1.00.
The net asset value of the shares of each Portfolio,
except the Tax-Free Portfolio, is determined each Fund
business day (and on such other days as the Directors deem
necessary) at 12:00 Noon and 4:00 p.m. (Eastern time). The
net asset value of the shares of the Tax-Free Portfolio is
determined each Fund business day (and on such other days as
the Directors deem necessary) at 12:00 Noon (Eastern time).
The net asset value per share of a Portfolio is calculated
by taking the sum of the value of the Portfolio's
investments and any cash or other assets, subtracting
liabilities, and dividing by the total number of shares of
that Portfolio outstanding. All expenses, including the
fees payable to the Adviser, are accrued daily.
____________________________________________________________
TAXES
____________________________________________________________
Federal Income Tax Considerations
The Prime, Government, Tax-Free and Treasury Portfolios
intend to qualify for each taxable year as "regulated
investment companies" under the Internal Revenue Code of
1986, as amended (the "Code") and, as such, will not be
liable for Federal income and excise taxes on the investment
company taxable income and net capital gains distributed to
41
<PAGE>
their shareholders. Since each Portfolio of the Fund
distributes all of its investment company taxable income and
net capital gains, each Portfolio should thereby avoid all
Federal income and excise taxes.
Distributions out of taxable interest income, other
investment income, and short-term capital gains are taxable
to shareholders as ordinary income. Since each Portfolio's
investment income is derived from interest rather than
dividends, no portion of such distributions is eligible for
the dividends-received deduction available to corporations.
Long-term capital gains, if any, distributed by a Portfolio
to a shareholder are taxable to the shareholder as long-term
capital gain, irrespective of the length of time he may have
held his shares. Any loss realized on shares held for six
months or less will be treated as a long-term loss for
Federal income tax purposes to the extent of any long-term
capital gain distributions received on such shares.
Distributions of short and long-term capital gains, if any,
are normally made once each year shortly before the close of
the Fund's fiscal year, although such distributions may be
made more frequently if necessary in order to maintain the
Portfolio's net asset value at $1.00 per share.
With respect to the Tax-Free Portfolio, for
shareholder's Federal income tax purposes, distributions to
shareholders out of tax-exempt interest income earned by
such Portfolio generally is not subject to Federal income
tax. Any loss realized on shares of the Tax-Free Portfolio
that are held for six months or less will not be realized
for Federal income tax purposes to the extent of any exempt-
interest dividends received on such shares. Shareholders of
the Tax-Free Portfolio may be subject to state and local
taxes on distributions. Each investor should consult his
own tax adviser to determine the status of distributions in
his particular state or locality. See, however, above
"Alternative Minimum Tax."
Interest on indebtedness incurred by shareholders to
purchase or carry shares of the Tax-Free Portfolio is not
deductible for Federal income tax purposes. Under rules of
the Internal Revenue Service for determining when borrowed
Funds are used for purchasing or carrying particular assets,
Tax-Free Portfolio shares may be considered to have been
purchased or carried with borrowed Funds even though those
Funds are not directly linked to the shares. Further, with
respect to the Tax-Free Portfolio, persons who are
"substantial users" (or related persons) of facilities
financed by private activity bonds (within the meaning of
Section 147(a) of the Internal Revenue Code) should consult
42
<PAGE>
their tax advisers before purchasing shares of the Tax-Free
Portfolio.
Substantially all of the dividends paid by the Tax-Free
Portfolio are anticipated to be exempt from Federal income
taxes. Shortly after the close of each calendar year, a
notice is sent to each shareholder advising him of the total
dividends paid into his or her account for the year and the
portion of such total that is exempt from Federal income
taxes. This portion is determined by the ratio of the
tax-exempt income to total income for the entire year and,
thus, is an annual average rather than day-by-day
determination for each shareholder.
____________________________________________________________
GENERAL INFORMATION
____________________________________________________________
Portfolio Transactions. Subject to the general
supervision of the Directors of the Fund, the Adviser is
responsible for the investment decisions and the placing of
the orders for portfolio transactions for the Portfolios.
Because the Portfolios invest in securities with short
maturities, there is a relatively high portfolio turnover
rate. However, the turnover rate does not have an adverse
effect upon the net yield and net asset value of the
Portfolio's shares since the portfolio transactions occur
primarily with issuers, underwriters or major dealers in
money market instruments acting as principals. Such
transactions are normally on a net basis which do not
involve payment of brokerage commissions. The cost of
securities purchased from an underwriter usually includes a
commission paid by the issuer to the underwriters;
transactions with dealers normally reflect the spread
between bid and asked prices.
The Portfolios have no obligation to enter into
transactions in portfolio securities with any dealer,
issuer, underwriter or other entity. In placing orders, it
is the policy of each Portfolio to obtain the best price and
execution for its transactions. Where best price and
execution may be obtained from more than one dealer, the
Adviser may, in its discretion, purchase and sell securities
through dealers who provide research, statistical and other
information to the Adviser. Such services may be used by
the Adviser for all of its investment advisory accounts and,
accordingly, not all such services may be used by the
Adviser in connection with a Portfolio. The supplemental
information received from a dealer is in addition to the
services required to be performed by the Adviser under the
43
<PAGE>
Advisory Agreement, and the expenses of the Adviser will not
necessarily be reduced as a result of the receipt of such
information.
Capitalization
All shares of each Portfolio participate equally in
dividends and distributions from that Portfolio, including
any distributions in the event of a liquidation. Each share
of a Portfolio is entitled to one vote for all purposes.
Shares of all classes vote for the election of Directors and
on any other matter that affects all Portfolios in
substantially the same manner as a single class, except as
otherwise required by law. As to matters affecting each
Portfolio differently, such as approval of the Advisory
Agreement, shares of each Portfolio vote as a separate
class. There are no conversion or preemptive rights in
connection with any shares of the Fund. Since voting rights
are noncumulative, holders of more than 50% of the shares
voting for the election of Directors can elect all of the
Directors. Procedures for calling a shareholders' meeting
for the removal of Directors of the Fund, similar to those
set forth in Section 16(c) of the Act and in the Fund's
By-Laws, will be available to shareholders of each
Portfolio. Special meetings of stockholders for any purpose
may be called by 10% of its outstanding shareholders. All
shares of each Portfolio when duly issued will be fully paid
and non-assessable. The rights of the holders of shares of
a class may not be modified except by the vote of a majority
of the outstanding shares of such class.
The Board of Directors is authorized to reclassify and
issue any unissued shares to any number of additional series
without shareholder approval. Accordingly, the Directors in
the future, for reasons such as the desire to establish one
or more additional portfolios with different investment
objectives, policies or restrictions, may create additional
series of shares. Any issuance of shares of another class
would be governed by the Act and Maryland law.
As of the close of business on June 15, 1999, there were
shares of the Prime Portfolio,
shares of the Government Portfolio, shares of
the Tax-Free Portfolio outstanding and shares
of the Treasury Portfolio. Set forth and discussed below is
certain information as to all persons who owned of record or
beneficially 5% or more of the outstanding shares of a
portfolio at June 15, 1999:
44
<PAGE>
No. of % of
Name and Address Shares Class
Prime Portfolio
The Bank of New York as Agent 100,000,000 6.25%
For its Securities Lending
Customers
101 Carclay Street
New York, NY 10286
Government Portfolio
Herzog Hein Geduld Inc. 59,464,868 20.22%
Firm Investment
26 Broadway
New York, NY 10004-1703
Kenneth Sawyer 21,647,274 7.36%
P.O. Box 923
Sparta, New Jersey 07871-0923
Tax-Free Portfolio
Davenport & Co. of Virginia Inc. 16,653,002 5.11%
As Agent Omnibus A/C for Exclusive
Benefit of Customers
One James Center
901 E Cary Street
Richmond, VA 23219-4057
U.S. Clearing/Omnibus Acct 87,711,083 26.93%
FBO Customers
26 Broadway, 12th Fl.
New York, NY 10004-1801
Legal Matters. The legality of the shares offered hereby has
been passed upon by Seward & Kissel LLP, New York, New York,
counsel for the Fund and the Adviser. Seward & Kissel has relied
upon the opinion of Venable, Baetjer and Howard LLP, Baltimore,
Maryland 21201, for matters relating to Maryland law.
Accountants. McGladrey & Pullen LLP, New York, New York, are
the independent auditors for the Fund.
Yield Quotations and Performance Information. Advertisements
containing yield quotations for one or more Portfolios for the
Fund may from time to time be sent to investors or placed in
newspapers, magazines or other media on behalf of the Fund.
These advertisements may quote performance rankings, ratings or
data from independent organizations or financial publications
45
<PAGE>
such as Lipper Analytical Services, Inc., Morningstar, Inc.,
IBC's Money Fund Report, IBC's Money Market Insight or Bank Rate
Monitor or compare the Fund's performance to bank money market
deposit accounts, certificates of deposit or various indices.
Yield quotations are calculated in accordance with the
standardized method referred to in Rule 482 under the Securities
Act of 1933.
From time to time each Portfolio advertises its "yield" and
"effective yield." Both yield figures are based on historical
earnings and are not intended to indicate future performance. To
calculate the "yield," the amount of dividends paid on a share
during a specified seven-day period is assumed to be paid each
week over a 52-week period and is shown as a percentage of the
investment. To calculate "effective yield," which will be higher
than the "yield" because of compounding, the dividends paid are
assumed to be reinvested. Dividends for the Prime Portfolio
Class A for the seven days ended April 30, 1999, after expense
reimbursement, amounted to an annualized yield of ______%,
equivalent to an effective yield of ______%. Absent such
reimbursement, the annualized yield for such period would have
been ______%, equivalent to an effective yield of ______%.
Dividends for the Prime Portfolio Class B for the seven days
ended April 30, 1999, after expense reimbursement, amounted to an
annualized yield of ______%, equivalent to an effective yield of
______%. Absent such reimbursement, the annualized yield for
such period would have been ______%, equivalent to an effective
yield of ______%. Dividends for the Prime Portfolio Class C for
the seven days ended April 30, 1999, after expense reimbursement,
amounted to an annualized yield of ______%, equivalent to an
effective yield of ______%. Absent such reimbursement, the
annualized yield for such period would have been ______%,
equivalent to an effective yield of ______%.
Dividends for the Government Portfolio Class A for the seven
days ended April 30, 1999, after expense reimbursement, amounted
to an annualized yield of ______%, equivalent to an effective
yield of ______%. Absent such reimbursement, the annualized
yield for such period would have been ______%, equivalent to an
effective yield of ______%. Dividends for the Government
Portfolio Class B for the seven days ended April 30, 1999, after
expense reimbursement, amounted to an annualized yield of
______%, equivalent to an effective yield of ______%. Absent
such reimbursement, the annualized yield for such period would
have been ______%, equivalent to an effective yield of ______%.
Dividends for the Government Portfolio Class C for the seven days
ended April 30, 1999, after expense reimbursement, amounted to an
annualized yield of ______%, equivalent to an effective yield of
______%. Absent such reimbursement, the annualized yield for
such period would have been ______%, equivalent to an effective
yield of ______%.
46
<PAGE>
Dividends for the Tax-Free Portfolio Class A for the seven
days ended April 30, 1999, after expense reimbursement, amounted
to an annualized yield of ______%, equivalent to an effective
yield of ______%. Absent such reimbursement, the annualized
yield for such period would have been ______%, equivalent to an
effective yield of ______%. Dividends for the Tax-Free Portfolio
Class B for the seven days ended April 30, 1999, after expense
reimbursement, amounted to an annualized yield of ______%,
equivalent to an effective yield of ______%. Absent such
reimbursement, the annualized yield for such period would have
been ______%, equivalent to an effective yield of ______%.
Dividends for the Tax-Free Portfolio Class C for the seven days
ended April 30, 1999, after expense reimbursement, amounted to an
annualized yield of ______%, equivalent to an effective yield of
______%. Absent such reimbursement, the annualized yield for
such period would have been ______%, equivalent to an effective
yield of ______%.
Dividends for the Treasury Portfolio Class A for the seven
days ended April 30, 1999, after expense reimbursement, amounted
to an annualized yield of ______%, equivalent to an effective
yield of ______%. Absent such reimbursement, the annualized
yield for such period would have been ______%, equivalent to an
effective yield of ______%. Dividends for the Treasury Portfolio
Class B for the seven days ended April 30, 1999, after expense
reimbursement, amounted to an annualized yield of ______%,
equivalent to an effective yield of ______%. Absent such
reimbursement, the annualized yield for such period would have
been ______%, equivalent to an effective yield of ______%.
Dividends for the Treasury Portfolio Class C for the seven days
ended April 30, 1999, after expense reimbursement, amounted to an
annualized yield of ______%, equivalent to an effective yield of
______%. Absent such reimbursement, the annualized yield for
such period would have been ______%, equivalent to an effective
yield of ______%.
Yield quotations for a Portfolio are thus determined by
(i) computing the net change over a seven-day period, exclusive
of the capital changes, in the value of a hypothetical
pre-existing account having a balance of one share of such
Portfolio at the beginning of such period, (ii) dividing the net
change in account value by the value of the account at the
beginning of the base period to obtain the base period return,
and (iii) multiplying the base period return by (365/7) with the
resulting yield figure carried to the nearest hundredth of one
percent. A Portfolio's effective annual yield represents a
compounding of the annualized yield according to the formula:
effective yield + [(base period return + 1) 365/7] - 1.
47
<PAGE>
____________________________________________________________
APPENDIX A
COMMERCIAL PAPER AND BOND RATINGS
____________________________________________________________
Municipal and Corporate Bonds
The two higher ratings of Moody's Investors Service, Inc.
("Moody"s) for municipal and corporate bonds are Aaa an Aa.
Bonds rated Aaa are judged by Moody's to be of the best quality.
Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally
known as high-grade bonds. Moody's states that Aa bonds are
rated lower than the best bonds because margins of protection or
other elements make long-term risks appear somewhat larger than
Aaa securities. The generic rating Aa may be modified by the
addition of the numerals 1, 2 or 3. The modifier 1 indicates
that the security ranks in the higher end of the Aa rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of
such rating category.
The two highest ratings of Standard & Poor's for municipal
and corporate bonds AAA and AA. Bonds rated AAA have the highest
rating assigned by Standard & Poor's to debt obligation.
Capacity to pay interest and repay principal is extremely strong.
Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in
a small degree. The AA rating may be modified by the addition of
a plus (+) or Minus (-) sign to show relative standing within
rating category.
Short-Term Municipal Securities
Moody's highest rating for short-term municipal loans is
MIG-1/VMIG-1. Moody's states that short-term municipal
securities rated MIG-1/VMIG-1 are of the best quality, enjoying
strong protection from established cash flows of Funds for their
servicing or from established and broad-based access to the
market for refinancing, or both. Loans bearing the MIG-2/VMIG-2
designation are of high quality, with margins of protection ample
although not so large as in the MIG-1/VMIG-1 group.
Standard & Poor's highest rating for short-term municipal
loans is SP-1. Standard & Poor's stated that short-term
municipal securities bearing the SP-1 designation have very
strong or strong capacity to pay principal and interest. Those
issues rated SP-1 which are determined to possess overwhelming
safety characteristics will be given a plus (+) designation.
A-1
<PAGE>
Issues rate SP-2 have satisfactory capacity to pay principal and
interest.
Other Municipal Securities and Commercial Paper
"Prime-1" is the highest rating assigned by Moody's for other
short-term municipal securities and commercial paper, and "A-1+"
and "A-1" are the two highest ratings for commercial paper
assigned by Standard & Poor's (Standard & Poor's does not rate
short-term tax-free obligations). Moody's uses the numbers 1, 2,
and 3 to denote relative strength within its highest
classification of "Prime", while Standard & Poor's uses the
number 1+, 1, 2 and 3 to denote relative strength within its
highest classification of "A". Issuers rated "Prime" by Moody's
have the following characteristics: their short-term debt
obligations carry the smallest degree of investment risk, margins
of support for current indebtedness are large or stable with cash
flow an asset protection well assured, current liquidity provides
ample coverage of near-term liabilities and unused alternative
financing arrangements are generally available. While protective
elements may change over the intermediate or longer term, such
changes are most unlikely to impair the fundamentally strong
position of short-term obligations. Commercial paper issuers
rates "A" by Standard & Poor's have the following
characteristics: liquidity ratios are better than industry
average, long-term debt rating is A or better, the issuer has
access to at least two additional channels of borrowing, and
basic earnings and cash flow are in an upward trend. Typically,
the issuer is a strong company in a well-established industry and
has superior management.
A-2
<PAGE>
____________________________________________________________
APPENDIX B
DESCRIPTION OF MUNICIPAL SECURITIES
____________________________________________________________
Municipal Notes generally are used to provide for short-term
capital needs and usually have maturities of one year or less.
They include the following:
1. Project Notes, which carry a U.S. Government guarantee,
are issued by public bodies (called "local issuing
agencies") created under the laws of a state, territory,
or U.S. possession. They have maturities that range up
to one year from the date of issuance. Project Notes
are backed by an agreement between the local issuing
agency and the Federal Department of Housing and Urban
Development. These Notes provide financing for a wide
range of financial assistance programs for housing,
redevelopment, and related needs (such as low-income
housing programs and renewal programs).
2. Tax Anticipation Notes are issued to finance working
capital needs of municipalities. Generally, they are
issued in anticipation of various seasonal tax revenues,
such as income, sales use and business taxes, and are
payable from these specific future taxes.
3. Revenue Anticipation Notes are issued in expectation of
receipt of other types of revenues, such as Federal
revenues available under the Federal Revenue Sharing
Programs.
4. Bond Anticipation Notes are issued to provide interim
financing until long-term financing can be arranged. In
most cases, the long-term bonds then provide the money
for the repayment of the Notes.
5. Construction Loan Notes are sold to provide construction
financing. After successful completion and Acceptance,
many projects receive permanent financing through the
Federal Housing Administration under the Federal
National Mortgage Association or the Government National
Mortgage Association.
6. Tax-Exempt Commercial Paper is a short-term obligation
with a state maturity of 365 days or less. It is issued
by agencies of state and local governments to finance
seasonal working capital needs or as short-term
financing in anticipation of longer term financing.
B-1
<PAGE>
Municipal Bonds, which meet longer term capital needs and
generally have maturities of more than one year when issued, have
three principal classifications:
1. General Obligation Bonds are issued by such entities as
states, countries, cities, towns, and regional
districts. The proceeds of these obligations are used
to fund a wide range of public projects, including
construction or improvement of schools, highways and
roads, and water and sewer systems. The basic security
behind General Obligation Bonds is the issuer's pledge
of its full faith and credit and taxing power for the
payment of principal and interest. The taxes that can
be levied for the payment of debt service may be limited
or unlimited as to the rate or amount of special
assessments.
2. Revenue Bonds generally are secured by the net revenues
derived from a particular facility, group of facilities,
or, in some cases, the proceeds of a special excise of
other specific revenue source. Revenue Bonds are issued
to finance a wide variety of capital projects including
electric, gas, water and sewer systems; highways,
bridges and tunnels; port and airport facilities;
colleges and universities; and hospitals. Many of
these Bonds provide additional security in the form of a
debt service reserve fund to be used to make principal
and interest payments. Housing authorities have a wide
range of security, including partially or fully insured
mortgages, rent subsidized and/or collateralized
mortgages, and/or the net revenues from housing or other
public projects. Some authorities provide further
security in the form of a state's ability (without
obligation) to make up deficiencies in the debt service
reserve fund.
3. Industrial Development Bonds are considered municipal
bonds if the interest paid thereon is exempt from
Federal income tax and are issued by or on behalf of
public authorities to raise money to finance various
privately operated facilities for business and
manufacturing, housing, sports, and pollution control.
These Bonds are also used to finance public facilities
such as airports, mass transit systems, ports, and
parking. The payment of the principal and interest on
such Bonds is dependent solely on the ability of the
facility's user to meet its financial obligations and
the pledge, if any, of real and personal property as
security for such payment.
2
<PAGE>
ALLIANCE INSTITUTIONAL RESERVES
PROSPECTUS
AUGUST 29, 1999
TRUST PORTFOLIO
The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of this
prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY 2
Performance and Bar Chart Information 3
Fees And Expenses Of The Portfolio 4
OTHER INFORMATION ABOUT THE PORTFOLIO'S OBJECTIVES,
STRATEGIES, AND RISKS 5
Investment Objectives and Strategies 5
Risk Considerations 6
MANAGEMENT OF THE PORTFOLIO 9
PURCHASE AND SALE OF SHARES 10
How The Portfolio Values Its Shares 10
How To Buy Shares 10
How To Sell Shares 12
Other 12
DIVIDENDS, DISTRIBUTIONS AND TAXES 13
GENERAL INFORMATION 13
FINANCIAL HIGHLIGHTS 14
<PAGE>
Alliance Institutional Reserves, Inc. consists of five distinct
Portfolios. This prospectus describes the Trust Portfolio. The
Portfolio's investment adviser is Alliance Capital Management
L.P., a global investment manager providing diversified services
to institutions and individuals through a broad line of
investments including more than 100 mutual funds.
RISK/RETURN SUMMARY
The following is a summary of certain key information about the
Portfolio. You will find additional information about the
Portfolio, including a detailed description of the risks of an
investment in the Portfolio, after this summary. This prospectus
has additional descriptions of the Portfolio's investments in the
discussion under "Other Information About the Portfolio's
Objectives, Strategies, and Risks." That section also includes
more information about the Portfolio, its investments, and
related risks.
OBJECTIVES: The investment objectives of the Portfolio are - in
the following order of priority - safety of principal, excellent
liquidity, and maximum current income to the extent consistent
with the first two objectives.
PRINCIPAL INVESTMENT STRATEGY: The Portfolio is a "money market
fund" that seeks to maintain a stable net asset value of $1.00
per share. The Portfolio pursues its objectives by maintaining a
diversified portfolio of high-quality, U.S. dollar-denominated
money market securities.
PRINCIPAL RISKS: The principal risks of investing in the
Portfolio are:
-- INTEREST RATE RISK This is the risk that changes in
interest rates will affect the yield or value of the
Portfolio's investments in debt securities.
-- CREDIT RISK This is the risk that the issuer or
guarantor of a debt security, or the counterparty to a
derivatives contract, will be unable or unwilling to
make timely interest or principal payments, or to
otherwise honor its obligations. The degree of risk for
a particular security may by reflected in its credit
rating. Credit risk includes the possibility that any
of the Portfolio's investments will have its credit
ratings downgraded.
<PAGE>
ANOTHER IMPORTANT THING FOR YOU TO NOTE:
An investment in the Portfolio is not a deposit in a bank and
is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. Although the
Portfolio seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in the
Portfolio.
PERFORMANCE AND BAR CHART INFORMATION
The performance table shows the Portfolio's average annual
returns and the bar chart shows the Portfolio's annual returns.
The table and the bar chart provide an indication of the
historical risk of an investment in the Portfolio by showing:
-- the Portfolio's average annual returns for one year and
the life of the Portfolio; and
-- changes in the Portfolio's performance from year to year
over the life of the Portfolio.
The Portfolio's past performance does not necessarily indicate
how it will perform in the future.
You may obtain current yield information for the Portfolio by
calling 1-800-221-9513 or your financial intermediary.
PERFORMANCE TABLE
[Insert Table]
BAR CHART
[Insert Chart]
During the period shown in the bar chart, the highest return for
a quarter was ____% (quarter ending ________) and the lowest
return for a quarter was ____% (quarter ending _________).
<PAGE>
FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Portfolio.
SHAREHOLDER TRANSACTION EXPENSES (FEES PAID DIRECTLY
FROM YOUR INVESTMENT)
The Portfolio has no sales load on purchases or reinvested
dividends, deferred sales loads, or redemption or exchange fees.
ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM PORTFOLIO ASSETS) AND EXAMPLE
The example is to help you compare the cost of investing in the
Portfolio with the cost of investing in other funds. It assumes
that you invest $10,000 in the Portfolio for the time periods
indicated and then redeem all of your shares at the end of those
periods. It also assumes that your investment has a 5% return
each year, the Portfolio''s operating expenses stay the same, and
all dividends and distributions are reinvested. Your actual
costs may be higher or lower.
ANNUAL PORTFOLIO OPERATING EXPENSES EXAMPLE
Management Fees 1 Year
Other Expenses 3 Years
Total Operating Expenses 5 Years
Waiver and/or Expense Reimbursement *10 Years
Net Expenses_______________
_____________________________
* Reflects Alliance's contractual waiver of a portion of its
advisory fee and/or reimbursement of a portion of the
Portfolio's operating expenses so that the Portfolio's
expense ratio does not exceed .50%.
<PAGE>
OTHER INFORMATION ABOUT THE PORTFOLIO'S OBJECTIVES,
STRATEGIES, AND RISKS
This section of the prospectus provides a more complete
description of the investment objectives and principal strategies
and risks of the Portfolio.
Please note:
-- Additional descriptions of the Portfolio's strategies
and investments, as well as other strategies and
investments not described below, may be found in the
Portfolio's Statement of Additional Information or SAI.
-- There can be no assurance that the Portfolio will
achieve its investment objectives.
INVESTMENT OBJECTIVES AND STRATEGIES
The investment objectives of the Portfolio are - in the following
order of priority - safety of principal, excellent liquidity, and
maximum current income to the extent consistent with the first
two objectives. As a money market fund, the Portfolio must meet
the requirements of SEC Rule 2a-7. The Rule imposes strict
requirements on the investment quality, maturity, and
diversification of the Portfolio's investments. Under Rule 2a-7,
the Portfolio's investments must each have a remaining maturity
of no more than 397 days and the Portfolio must maintain an
average weighted maturity that does not exceed 90 days.
The Portfolio's investments may include:
-- marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;
-- certificates of deposit, bankers' acceptances, and
interest-bearing savings deposits issued or guaranteed
by, or time deposits maintained at, banks or savings and
loans associations (including foreign branches of U.S.
banks or U.S. or foreign branches of foreign banks)
having total assets of more than $500 million;
-- high-quality commercial paper issued by U.S. or foreign
companies (rated or determined by Alliance to be of
comparable quality) and participation interests in loans
extended to such companies;
-- adjustable rate obligations;
-- asset-backed securities;
<PAGE>
-- restricted securities (i.e., securities subject to legal
or contractual restrictions on resale); and
-- repurchase agreements that are fully collateralized.
The Portfolio does not invest 25% or more of its assets in
securities of issuers conducting their principal business
activities in any one industry except for securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, or bank obligations, including certificates of
deposit, bankers' acceptances and interest bearing savings
deposits, which are issued by domestic banks, including foreign
branches of U.S. banks and U.S. branches of foreign banks subject
to the same regulation as U.S. banks.
RISK CONSIDERATIONS
The Portfolio's primary risks are interest rate risk and credit
risk. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yields as
these securities mature or are sold and the Portfolio purchases
new short-term securities with lower yields. Generally, an
increase in interest rates causes the value of a debt instrument
to decrease. The change in value for shorter-term securities is
usually smaller than for securities with longer maturities.
Because the Portfolio invests in securities with short maturities
and seeks to maintain a stable net asset value of $1.00 per
share, it is possible, though unlikely, that an increase in
interest rates would change the value of your investment.
Credit risk is the possibility that a security's credit rating
will be downgraded or that the issuer of the security will
default (fail to make scheduled interest and principal payments).
The Portfolio invests in highly-rated securities to minimize
credit risk.
The Portfolio may invest up to 10% of its net assets in illiquid
securities. Investments in illiquid securities may be subject to
liquidity risk, which is the risk that, under certain
circumstances, particular investments may be difficult to sell at
an advantageous price. Illiquid restricted securities also are
subject to the risk that the Portfolio may be unable to sell the
security due to legal or contractual restrictions on resale.
The Portfolio's investments in U.S. dollar-denominated
obligations (or credit and liquidity enhancements) of foreign
banks, foreign branches of U.S. banks, U.S. branches of foreign
banks, and commercial paper of foreign companies may be subject
to foreign risk. Foreign securities issuers are usually not
subject to the same degree of regulation as U.S. issuers.
Reporting, accounting, and auditing standards of foreign
<PAGE>
countries differ, in some cases, significantly from U.S.
standards. Foreign risk includes nationalization, expropriation
or confiscatory taxation, political changes or diplomatic
developments that could adversely affect a Portfolio's
investments.
The Portfolio also is subject to management risk because it is an
actively managed portfolio. Alliance will apply its investment
techniques and risk analyses in making investment decisions for
the Portfolio, but there is no guarantee that its techniques will
produce the intended result.
YEAR 2000: Many computer systems and applications in use today
process transactions using two-digit date fields for the year of
the transaction, rather than the full four digits. If these
systems are not modified or replaced, transactions occurring
after 1999 could be processed as year "1900," which could result
in processing inaccuracies and computer system failures at or
after the year 2000. This is commonly known as the Year 2000
problem. The Portfolio and its major service providers,
including Alliance, utilize a number of computer systems and
applications that have been either developed internally or
licensed from third-party suppliers. In addition, the Portfolio
and its major service providers, including Alliance, are
dependent on third-party suppliers for certain systems
applications and for electronic receipt of information. Should
any of the computer systems employed by the Portfolio or its
major service providers fail to process Year 2000 related
information properly, that could have a significant negative
impact on the Portfolio's operations and the services that are
provided to the Portfolio's shareholders. To the extent that the
operations of issuers of securities held by the Portfolio are
impaired by the Year 2000 problem, or prices of securities held
by the Portfolio decline as a result of real or perceived
problems relating to the Year 2000 problem, the value of the
Portfolio's shares may be materially affected. [In addition, for
the Portfolio's investments in foreign markets, it is possible
that foreign companies and markets will not be as prepared for
Year 2000 as domestic companies and markets.]
The Year 2000 issue is a high priority for the Portfolio and
Alliance. The Portfolio has been advised that, during 1997,
Alliance began a formal Year 2000 initiative which established a
structured and coordinated process to deal with the Year 2000
issue. As part of its initiative, Alliance established a Year
2000 project office to manage the Year 2000 initiative, focusing
on both information technology and non-information technology
systems. Alliance has also retained the services of a number of
consulting firms that have expertise in advising and assisting
with regard to Year 2000 issues. Alliance reports that by June
30, 1998 it had completed its inventory and assessment of its
<PAGE>
domestic and international computer systems and applications,
identified mission critical systems and non-mission critical
systems and determined which of these systems were not Year 2000
compliant. All third-party suppliers of mission critical
computer systems and applications have been contacted to verify
whether their systems and applications will be Year 2000
compliant and their responses are being evaluated. Substantially
all of those contacted have responded and approximately 90% have
informed Alliance that their systems and applications are or will
be Year 2000 compliant. Alliance will seek alternative solutions
or third-party suppliers for all suppliers who do not furnish a
satisfactory response by [June 30, 1999]. The same process is
being performed for non-mission critical systems with estimated
completion by [June 30, 1999]. Alliance has remediated, replaced
or retired all of its non-compliant mission critical systems and
applications that can impact the Portfolio. The same process is
being performed for non-mission critical systems and is estimated
to be completed by [June 30, 1999]. After each system has been
remediated, it is tested with 19XX dates to determine if it still
performs its intended business function correctly. Next, each
system undergoes a simulation test using dates occurring after
December 31, 1999. Inclusive of the replacement and retirement
of some of its systems, Alliance has completed these testing
phases for approximately 98% of mission critical systems and
approximately 89% of non-mission critical systems. Integrated
systems tests will then be conducted to verify that the systems
will continue to work together. Full integration testing of all
mission critical and non-mission critical systems is estimated to
be completed by [June 30, 1999]. Testing of interfaces with
third-party suppliers has begun and will continue throughout
1999. Alliance reports that it has completed an inventory of its
facilities and related technology applications and has begun to
evaluate and test these systems. Alliance reports that it
anticipates that these systems will be fully operable in the year
2000. Alliance, with the assistance of a consulting firm, is
developing Year 2000 specific contingency plans with emphasis on
mission critical functions. These plans seek to provide
alternative methods of processing in the event of a failure that
is outside Alliance's control. The estimated date for the
completion of these plans is [June 30, 1999].
There are many risks associated with Year 2000 issues, including
the risks that the computer systems and applications used by the
Portfolio and its major service providers, including Alliance,
will not operate as intended and that the systems and
applications of third-party providers to the Portfolio and its
service providers will not be Year 2000 compliant. Likewise
there can be no assurance the compliance schedules outlined above
will be met [or that the actual cost incurred will not exceed
current cost estimates.] Should the significant computer systems
and applications used by the Portfolio and its major service
<PAGE>
providers [or the systems of its important third-party suppliers]
be unable to process date sensitive information accurately after
1999, the Portfolio and Alliance or its other service providers
may be unable to conduct their normal business operations and to
provide shareholders with required services. In addition, the
Portfolio and its service providers may incur unanticipated
expenses, regulatory actions and legal liabilities. The
Portfolio and Alliance cannot determine which risks, if any, are
most reasonably likely to occur or the effects of any particular
failure to be Year 2000 compliant.
<PAGE>
MANAGEMENT OF THE PORTFOLIO
The Portfolio's Adviser is Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105. Alliance is a
leading international investment adviser supervising client
accounts with assets as of March 31, 1999 totaling more than $301
billion (of which approximately $127 billion represented assets
of investment companies). Alliance's clients are primarily major
corporate employee benefit plans, public employee retirement
systems, investment companies, foundations, and endowment funds.
The 54 registered investment companies, with more than 119
separate portfolios, managed by Alliance currently have over four
million shareholder accounts. As of March 31, 1999, Alliance was
retained as investment manager for over 30 of the FORTUNE 100
companies.
Alliance provides investment advisory services and order
placement facilities for the Portfolio. For the fiscal year ended
April 30, 1999, the Portfolio paid Alliance ____ as a percentage
of average daily net assets, net of any waivers. (See the "Annual
Portfolio Operating Expenses" at the beginning of the prospectus
for more information about fee waivers.)
Alliance may make payments from time to time from its own
resources, which may include the management fees paid by the
Portfolio to compensate broker-dealers, depository institutions,
or other persons for providing distribution assistance and
administrative services and to otherwise promote the sale of
Portfolio shares, including paying for the preparation, printing,
and distribution of prospectuses and sales literature or other
promotional activities.
<PAGE>
PURCHASE AND SALE OF SHARES
HOW THE PORTFOLIO VALUES ITS SHARES
The Portfolio's net asset value or NAV is expected to be constant
at $1.00 per share, although this price is not guaranteed. The
NAV is calculated at 12:00 Noon and 4:00 p.m., Eastern time, each
Portfolio business day (any weekday exclusive of days the New
York Stock Exchange or State Street Bank is closed).
To calculate NAV, the Portfolio's assets are valued and totaled,
liabilities subtracted and the balance, called net assets, is
divided by the number of shares outstanding. The Portfolio
values its securities at their amortized cost. This method
involves valuing an instrument at its cost and thereafter
applying a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the investment.
HOW TO BUY SHARES
INITIAL INVESTMENT
You may purchase the Portfolio's shares by instructing your
financial intermediary to invest in the Portfolio or directly
from Alliance Fund Services, Inc., or AFS, by calling 800-221-
5672 and following the procedures below.
- After you give AFS the following information, AFS will
provide you with an account number:
a) the name of the account;
b) the address of the account; and
c) the taxpayer identification number.
- After you receive an account number you may purchase the
Portfolio's shares by instructing your bank to wire
Federal funds to AFS exactly as follows:
ABA 0110 0002 8
State Street Bank and Trust Company
Boston, MA 02101
Alliance Institutional Reserves, Inc. - Trust Portfolio
DDA 9903-279-9
Your account name
Your account number
- Mail a completed Application Form to:
<PAGE>
Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, New Jersey 07096-1520
The minimum investment amount is $1,000,000. There is no minimum
for subsequent investments. The Portfolio reserves the right to
vary the minimum amounts.
-- APPLICATION FORM
- To obtain an Application Form, please telephone AFS
toll-free at (800) 237-5822. You also may obtain
information about the Form, purchasing shares, or
other Fund procedures by calling this number.
- If you decide to change instructions or any other
information already given on your Application Form,
send a written notice to AFS at the address above
with your signature guaranteed by a bank, a member
firm of a national stock exchange, or other
eligible guarantor institution.
-- SUBSEQUENT INVESTMENTS
You may purchase additional shares in a Portfolio by calling AFS
at the number set forth above and:
- Instructing your bank to wire Federal funds to AFS
under the same procedures as described above for
initial purchases; or
- Mailing your check or negotiable bank draft payable
to AFS at the address set forth above.
If you invest by a check drawn on a member of the Federal Reserve
System, the check will be converted to Federal funds in one
business day following receipt and then invested in the
Portfolio. If you invest by a check drawn on a bank that is not a
member of the Federal Reserve System, the check may take longer
to be converted and invested. All payments must be in U.S.
dollars.
HOW TO SELL SHARES
-- By Telephone:
You may "redeem" your shares (i.e., sell your shares) on
any Portfolio business day by contacting AFS at (800)
237-5822. A redemption must include your account name
as registered with the Portfolio and the account number.
If your redemption request is received prior to 4:00
<PAGE>
p.m., Eastern time, your redemption proceeds normally
will be sent to you in Federal funds by wire to your
designated bank account the same business day. If you
recently purchased shares by check, you cannot redeem
your investment until the check has cleared (which may
take up to 15 days).
-- By Checkwriting:
With this service, you may write checks made payable to
any payee. First, you must fill out a signature card,
which you may obtain by contacting AFS by telephone or
by mail. If you wish to establish this checkwriting
service subsequent to the opening of your Portfolio
account, contact AFS by phone or mail. There is no
charge for this checkwriting service, except that State
Street Bank will impose its normal charges for checks
that are returned unpaid because of insufficient funds
or for checks upon which you have placed a stop order.
The checkwriting service enables you to receive the
daily dividends declared on the shares to be redeemed
until the day that your check is presented for payment.
You can not write checks for more than the principal
balance (not including any accrued dividends) in your
account.
OTHER
The Trust Portfolio has two transaction times each Portfolio
business day, 12:00 Noon and 4:00 p.m., Eastern time.
Investments receive the full dividend for a day if the investor's
telephone order is placed by 4:00 p.m., Eastern time, and Federal
funds or bank wire monies are received by State Street Bank
before 4:00 p.m., Eastern time, on that day.
Redemption proceeds are normally wired the same business day if a
redemption request is received prior to 4:00 p.m., Eastern time,
but in no event later than seven days, unless redemptions have
been suspended or postponed due to the determination of an
"emergency" by the Securities and Exchange Commission or to
certain other unusual conditions. Shares do not earn dividends
on the day a redemption is effected.
A transaction, service, administrative or other similar fee may
be charged by your financial broker-dealer, agent, financial
representative or other financial intermediary with respect to
the purchase, sale or exchange of shares made through these
financial intermediaries. These financial intermediaries may
also impose requirements with respect to the purchase, sale or
exchange of shares that are different from, or in addition to,
those imposed by the Portfolio.
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Portfolio's net income is calculated and paid daily as
dividends to shareholders. The dividends are automatically
invested in additional shares in your account. These additional
shares are entitled to dividends on following days resulting in
compounding growth of income. The Portfolio expects that its
distributions will primarily consist of net income, or, if any,
short-term capital gains as opposed to long-term capital gains.
For Federal income tax purposes, the Portfolio's dividend
distributions of net income (or short-term capital gains) will be
taxable to you as ordinary income. Any capital gains
distributions may be taxable to you as capital gains. The
Portfolio's distributions also may be subject to certain state
and local taxes.
Each year shortly after December 31, the Portfolio will send you
tax information stating the amount and type of all of its
distributions for the year.
GENERAL INFORMATION
The Portfolio reserves the right to close an account that through
redemption is less than $500,000. The Portfolio will send
shareholders 60 days' written notice to increase the account
value before the Portfolio close the account.
During drastic economic or market developments, you might have
difficulty in reaching AFS by telephone, in which event you
should issue written instructions to AFS. AFS is not responsible
for the authenticity of telephone requests to purchase or sell
shares. AFS will employ reasonable procedures to verify that
telephone requests are genuine and could be liable for losses
resulting from unauthorized transactions if it failed to do so.
Dealers and agents may charge a commission for handling telephone
requests. The telephone service may be suspended or terminated
at any time without notice.
Shareholders requiring sub-accounting services should contact AFS
at (800) 237-5822 for a description of sub-accounting services
and fees.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
the Portfolio's financial performance for the period of the its
operations. Certain information reflects financial information
for a single Portfolio share. The total return in the table
represents the rate that an investor would have earned (or lost)
on an investment in the Portfolio (assuming investment of all
dividends and distributions). The information has been audited
by McGladrey & Pullen LLP, the Portfolio's independent auditors,
whose report, along with the Portfolio's financial statements,
appears in the SAI, which is available upon request.
<PAGE>
Year Ended April 30
__________________________
1999 1998 1997 1996 1995
Net asset value, beginning
of period
INCOME FROM INVESTMENT
OPERATIONS
Net investment income (a)
Net gains or losses on
securities
Total from investment
operations
LESS: DISTRIBUTIONS
Dividends
Distributions
Total distributions
Net asset value, end
of period
TOTAL RETURN
Total investment return
based on net asset value (b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(in millions)Ratio to
average net assets of:
Expenses, net of waivers
and reimbursements
Expenses, before waivers
and reimbursements
Net investment income (a)
________________________________________________________________
(a) Net of expenses reimbursed or waived by Alliance.
(b) Total investment return is calculated assuming an initial
investment made at the net asset value at the beginning of the
period, reinvestment of all dividends and distributions at net
asset value during the period, and redemption on the last day of
period.
<PAGE>
For more information about the Portfolio, the following documents
are available upon request:
- -- ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS
The Portfolio's annual and semi-annual reports to shareholders
contain additional information on the Portfolio's investments.
- -- STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Portfolio has an SAI, which contains more detailed
information about the Portfolio, including its operations and
investment policies. The Portfolio's SAI is incorporated by
reference into (and is legally part of) this prospectus.
You may request a free copy of a current annual/semi-annual
report or the SAI, by contacting your broker or other financial
intermediary, or by contacting Alliance:
BY MAIL: c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096
BY PHONE: For Information: (800) 824-1916
For Literature: (800) 824-1916
Or you may view or obtain these documents from the SEC:
IN PERSON: at the SEC's Public Reference Room in Washington,
D.C.
BY PHONE: 1-800-SEC-0330
BY MAIL: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)
ON THE INTERNET: www.sec.gov
You also may find more information about Alliance on the Internet
at: www.Alliancecapital.com.
20
<PAGE>
[LOGO]
ALLIANCE INSTITUTIONAL RESERVES, INC.
- Trust Portfolio
c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096
Toll Free (800) 221-5672
_________________________________________________________________
STATEMENT OF ADDITIONAL INFORMATION
August 29, 1999
_________________________________________________________________
This Statement of Additional Information is not a prospectus
and should be read in conjunction with the Trust Portfolio's
current Prospectus dated August 29, 1999 which describes shares
of the Trust Portfolio of the Fund. A copy of this Prospectus
may be obtained by contacting Alliance Fund Services, Inc. at the
address or telephone number shown above.
_________________________________________________________________
TABLE OF CONTENTS
Page
The Fund. . . . . . . . . . . . . . . . . . . . . . . .
Investment Objective and Policies . . . . . . . . . . .
Investment Restrictions . . . . . . . . . . . . . . . .
Management. . . . . . . . . . . . . . . . . . . . . . .
Purchase and Redemption of Shares . . . . . . . . . . .
Daily Dividends-Determination of Net Asset Value. . . .
Taxes . . . . . . . . . . . . . . . . . . . . . . . . .
General Information . . . . . . . . . . . . . . . . . .
Report of Independent Auditors and Financial Statements.
Appendix A - Commercial Paper and Bond Ratings. . . . . . A-1
_________________________________________________________________
(R): This registered service mark used under license from the
owner, Alliance Capital Management L.P.
<PAGE>
_________________________________________________________________
THE FUND
_________________________________________________________________
Alliance Institutional Reserves, Inc. (the "Fund") is an
open-end investment company. The Trust Portfolio, which is
diversified, is described in the Prospectus which supplements
this Statement of Additional Information. Four additional
Portfolios of the Fund, the Prime Portfolio, the Government
Portfolio, the Tax-Free Portfolio and the Treasury Portfolio, are
described in a separate Prospectus and Statement of Additional
Information. The Fund changed its name from ACM Institutional
Reserves, Inc. to Alliance Institutional Reserves, Inc. effective
June 29, 1998.
_________________________________________________________________
INVESTMENT OBJECTIVES AND POLICIES
_________________________________________________________________
The Trust Portfolio's investment objectives are -- in the
following order of priority -- safety of principal, excellent
liquidity, and maximum current income to the extent consistent
with the first two objectives. As a matter of fundamental
policy, the Trust Portfolio pursues its objectives by maintaining
a portfolio of high-quality U.S.-dollar denominated money market
securities, all of which, at the time of investment, have
remaining maturities of 397 days or less. As is true with all
investment companies, there can be no assurance that the
Portfolio's objectives will be achieved.
The Trust Portfolio will comply with Rule 2a-7 under the
Investment Company Act of 1940 (the "Act"), as amended from time
to time, including the diversification, quality and maturity
conditions imposed by the Rule. To the extent that the Trust
Portfolios limitations are more permissive than Rule 2a-7, the
Portfolio will comply with the more restrictive provisions of the
Rule.
Currently, pursuant to Rule 2a-7, the Trust Portfolio may
invest only in U.S. dollar-denominated "Eligible Securities" (as
that term is defined in the Rule) that have been determined by
the Adviser to present minimal credit risks pursuant to
procedures approved by the Board of Directors. Generally, an
Eligible Security is a security that (i) has a remaining maturity
of 397 days or less and (ii) is rated, or is issued by an issuer
with short-term debt outstanding that is rated, in one of the two
highest rating categories by two nationally recognized
statistical rating organizations ("NRSROs") or, if only one NRSRO
has issued a rating, by that NRSRO. Unrated securities may also
2
<PAGE>
be Eligible Securities if the Adviser determines that they are of
comparable quality to a rated Eligible Security pursuant to
guidelines approved by the Board of Directors. A description of
the ratings of some NRSROs appears in Appendix attached hereto.
Securities in which the Trust Portfolio may invest may be subject
to liquidity or credit enhancements. These securities are
generally considered to be Eligible Securities if the enhancement
or the issuer of the enhancement has received the appropriate
rating from an NRSRO.
Under Rule 2a-7 the Trust Portfolio may not invest more than
five percent of its assets in the first tier securities of any
one issuer other than the United States Government, its agencies
and instrumentalities. Generally, a first tier security is an
Eligible Security that has received a short-term rating from the
requisite NRSROs in the highest short-term rating category for
debt obligations, or is an unrated security deemed to be of
comparable quality. Government securities are also considered to
be first tier securities. In addition, the Trust Portfolio may
not invest in a security that has received, or is deemed
comparable in quality to a security that has received, the second
highest rating by the requisite number of NRSROs (a "second tier
security") if immediately after the acquisition thereof the Trust
Portfolio would have invested more than (A) the greater of one
percent of its total assets or one million dollars in securities
issued by that issuer which are second tier securities, or
(B) five percent of its total assets in second tier securities.
The Trust Portfolio may make the following investments
diversified by maturities and issuers:
1. Marketable obligations of, or guaranteed by, the United
States Government, its agencies or instrumentalities. These
include issues of the U.S. Treasury, such as bills, certificates
of indebtedness, notes and bonds, and issues of agencies and
instrumentalities established under the authority of an act of
Congress. The latter issues include, but are not limited to,
obligations of the bank for cooperatives, Federal Financing Bank,
Federal Home Loan Bank, Federal Intermediate Credit Banks,
Federal Land Bank, Federal National Mortgage Association and
Tennessee Valley Authority. Some of the securities are supported
by the full faith and credit of the U.S. Treasury, others are
supported by the right of the issuer to borrow from the Treasury,
and still others are supported only by the credit of the agency
or instrumentality.
2. Certificates of deposit and bankers' acceptances issued
or guaranteed by, or time deposits maintained at, banks or
savings and loans associations (including foreign branches of
U.S. banks or U.S. or foreign branches of foreign banks) having
total assets of more than $500 million. Certificates of deposit
3
<PAGE>
are receipts issued by a depository institution in exchange for
the deposit of funds. The issuer agrees to pay the amount
deposited plus interest to the bearer of the receipt on the date
specified on the certificate. The certificate usually can be
traded in the secondary market prior to maturity. Bankers'
acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance
commercial transactions. Generally, an acceptance is a time
draft drawn on a bank by an exporter or an importer to obtain a
stated amount of funds to pay for specific merchandise. The
draft is then "accepted" by a bank that, in effect,
unconditionally guarantees to pay the face value of the
instrument on its maturity date. The acceptance may then be held
by the accepting bank as an earning asset or it may be sold in
the secondary market at the going rate of discount for a specific
maturity. Although maturities for acceptances can be as long as
270 days, most acceptances have maturities of six months or less.
3. Commercial paper, including variable amount master
demand notes, of prime quality [rated A-1+ or A-1 by Standard &
Poor's Corporation ("Standard & Poor's") or Prime-1 by Moody's
Investors Service, Inc. ("Moody's") or, if not rated, issued by
domestic and foreign companies which have an outstanding debt
issued rated AAA or AA by Standard & Poor's or Aaa or Aa by
Moody's]. For a description of such ratings see the Appendix.
Commercial paper consists of short-term (usually from 1 to 270
days) unsecured promissory notes issued by corporations in order
to finance their current operations. A variable amount master
demand note represents a direct borrowing arrangement involving
periodically fluctuating rates of interest under a letter
agreement between a commercial paper issuer and an institutional
lender pursuant to which the lender may determine to invest
varying amounts. For a further description of variable amount
master demand notes, see "Additional Investment Policies" below.
4. Repurchase agreements pertaining to the above
securities. A repurchase agreement arises when a buyer purchases
a security and simultaneously agrees to resell it to the
counterparty at an agreed-upon future date. The resale price is
greater than the purchase price, reflecting an agreed-upon market
rate which is effective for the period of time the buyer's money
is invested in the security and which is not related to the
coupon rate on the purchased security. Repurchase agreements may
be entered into with member banks of the Federal Reserve System
or "primary dealers" (as designated by the Federal Reserve Bank
of New York) in U.S. Government securities or with State Street
Bank and Trust Company ("State Street Bank"), the Fund's
Custodian. It is the Trust Portfolio's current practice, which
may be changed at any time without shareholder approval, to enter
into repurchase agreements only with such primary dealers and
State Street Bank. For each repurchase agreement, the Trust
4
<PAGE>
Portfolio requires continual maintenance of the market value of
underlying collateral in amounts equal to, or in excess of, the
agreement amount. While the maturities of the underlying
collateral may exceed 397 days, the term of the repurchase
agreement is always less than 397 days. In the event that a
vendor defaulted on its repurchase obligation, the Trust
Portfolio might suffer a loss to the extent that the proceeds
from the sale of the collateral were less than the repurchase
price. If the counterparty became bankrupt, the Trust Portfolio
might be delayed in selling the collateral. Repurchase
agreements often are for short periods such as one day or a week,
but may be longer. Repurchase agreements not terminable within
seven days will be limited to no more than 10% of the Trust
Portfolio's assets. Pursuant to Rule 2a-7, a repurchase
agreement is deemed to be an acquisition of the underlying
securities, provided that the obligation of the seller to
repurchase the securities from the money market fund is
collateralized fully (as defined in such Rule). Accordingly, the
counterparty of a fully collateralized repurchase agreement is
deemed to be the issuer of the underlying securities.
The Trust Portfolio may invest in asset-backed securities
that meet its existing diversification, quality and maturity
criteria. These securities must generally be rated. Asset-
backed securities are securities issued by special purpose
entities whose primary assets consist of a pool of loans or
accounts receivable. The securities may be in the form of a
beneficial interest in a special purpose trust, limited
partnership interest, or commercial paper or other debt
securities issued by a special purpose entity. Although the
securities may have some form of credit or liquidity enhancement,
payments on the securities depend predominately upon collection
of the loans and receivables held by the issuer. Generally, as
required by Rule 2a-7, the special purpose entity is deemed to be
the issuer of the asset-backed security, however the Trust
Portfolio is required to treat any person whose obligations
constitute ten percent or more of the assets of the asset-backed
security as the issuer of the portion of the asset-backed
security that such obligations represent.
Additional Investment Policies
The following investment policies supplement those set forth
above.
Floating and Variable Rate Obligations. The Trust Portfolio
may purchase floating and variable rate demand notes and bonds,
which are obligations ordinarily having stated maturities in
excess of 397 days, but which permit the holder to demand payment
of principal and accrued interest at any time, or at specified
intervals not exceeding 397 days, in each case upon not more than
5
<PAGE>
30 days notice. The Portfolio may also invest in master demand
notes which are obligations that permit the Trust Portfolio to
invest fluctuating amounts, at varying rates of interest,
pursuant to direct arrangements between the Trust Portfolio, as
lender, and the borrower. These obligations permit daily changes
in the amounts borrowed. Because these obligations are direct
lending arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest. Accordingly, where these obligations are not
secured by letters of credit or other credit support
arrangements, the Trust Portfolios right to redeem is dependent
on the ability of the borrower to pay principal and interest on
demand.
Reverse Repurchase Agreements. While the Trust Portfolio
has no plans to do so, it may enter into reverse repurchase
agreements, which involve the sale of money market securities
held by the Trust Portfolio with an agreement to repurchase the
securities at an agreed-upon price, date and interest payment.
Illiquid Securities and Restricted Securities
The Trust Portfolio will not maintain more than 10% of its
net assets in illiquid securities. Illiquid securities may
include securities that are not readily marketable, securities
subject to legal or contractual restrictions on resale and
repurchase agreements not terminable within seven days.
Restricted securities that are determined by the Adviser to be
liquid in accordance with procedures adopted by the Directors,
including securities eligible for resale under Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act") and
commercial paper issued in reliance upon the exemption from
registration in Section 4(2) of the Securities Act, will not be
treated as illiquid for purposes of the restriction on illiquid
securities. Restricted securities are securities subject to the
contractual or legal restrictions on resale, such as those
arising from an issuers reliance upon certain exemptions from
registration under the Securities Act. As to illiquid
securities, a Portfolio is subject to a risk that, should the
Portfolio's desire to sell them when a ready buyer is not
available at a price the Portfolio deems representative of their
value, the value of the Portfolio's net assets could be adversely
affected.
The Fund's Directors have the ultimate responsibility for
determining whether specific securities are liquid or illiquid.
The Directors have delegated the function of making day-to-day
determinations of liquidity to the Adviser, pursuant to
guidelines approved by the Directors.
6
<PAGE>
Following the purchase of a restricted security by the Trust
Portfolio, the Adviser monitors continuously the liquidity of
such security and reports to the Directors regarding purchases of
liquid restricted securities.
General
While there are many kinds of short-term securities used by
money market investors, the Trust Portfolio, in keeping with its
primary investment objective of safety of principal, generally
restricts its investments to the types summarized above. The
Trust Portfolio may make investments in certificates of deposit
and banker's acceptances issued or guaranteed by, or time
deposits maintained at, foreign branches of U.S. banks and U.S.
and foreign branches of foreign banks, and commercial paper
issued by foreign companies. To the extent that the Trust
Portfolio makes such investments, consideration is given to their
domestic marketability, the lower reserve requirements generally
mandated for overseas banking operations, the possible impact of
interruptions in the flow of international currency transactions,
potential political and social instability or expropriation,
imposition of foreign taxes, the lower level of government
supervision of issuers, the difficulty in enforcing contractual
obligations and lack of uniform accounting standards. There can
be no assurance that any of the Trust Portfolio's objectives will
be achieved. The market value of the Trust Portfolio's
investments tends to decrease during periods of rising interest
rates and to increase during intervals of falling rates.
Net income to shareholders is aided both by the Trust
Portfolio's ability to make investments in large denominations
and by efficiencies of scale. Also, the Trust Portfolio may seek
to improve its income by selling certain portfolio securities
prior to maturity in order to take advantage of yield disparities
that occur in money markets.
The Trust Portfolio's investment objectives may not be
changed without the affirmative vote of a majority of the Trust
Portfolio's outstanding shares as defined below. Except as
otherwise provided, the Trust Portfolio's investment policies are
not designated "fundamental policies" within the meaning of the
Act and may, therefore, be changed by the Directors without a
shareholder vote. However, the Trust Portfolio will not change
its investment policies without contemporaneous written notice to
shareholders.
7
<PAGE>
_________________________________________________________________
INVESTMENT RESTRICTIONS
_________________________________________________________________
Unless otherwise specified to the contrary, the following
restrictions may not be changed without the affirmative vote of
(1) 67% or more of the shares represented at a meeting at which
more than 50% of the outstanding shares are present in person or
by proxy or (2) more than 50% of the outstanding shares,
whichever is less. If a percentage restriction is adhered to at
the time of an investment, a later increase or decrease in
percentage resulting from a change in values of portfolio
securities or in the amount of the Trust Portfolio's assets will
not constitute a violation of that restriction.
The Trust Portfolio may not:
1. purchase any security which has a maturity date of more
than 397 days from the date of the Trust Portfolio's purchase;
2. invest 25% or more of its total assets in the securities
of issuers conducting their principal business activities in any
one industry provided that for purposes of this restriction
(a) there is no limitation with respect to investments in
securities issued or guaranteed by the United States Government,
its agencies or instrumentalities, certificates of deposit,
bankers' acceptances and interest-bearing savings deposits and
(b) all finance companies as a group and all utility companies as
a group are each considered to be a separate industry;
3. invest more than 5% of its assets in the securities of
any one issuer (exclusive of securities issued or guaranteed by
the United States Government, its agencies or instrumentalities),
except that up to 25% of the value of the Trust Portfolio's total
assets may be invested without regard to such 5% limitation;9
4. invest in more than 10% of any one class of an issuer's
outstanding securities (exclusive of securities issued or
____________________
9. As a matter of operating policy, pursuant to Rule 2a-7,
the Trust Portfolio will invest no more than 5% of its assets
in the first tier (as defined in Rule 2a-7) securities of any
one issuer, except that under Rule 2a-7, a Fund may invest up
to 25% of its total assets in the first tier securities of a
single issuer for a period of up to three business days.
Fundamental policy number (3) would give the Portfolio the
ability to invest, with respect to 25% of its assets, more
than 5% of its assets in any one issuer only in the event
Rule 2a-7 is amended in the future.
8
<PAGE>
guaranteed by the United States Government, its agencies or
instrumentalities);
5. borrow money except from banks on a temporary basis or
via entering into reverse repurchase agreements in aggregate
amounts not to exceed 15% of the Trust Portfolio's assets and to
be used exclusively to facilitate the orderly maturation and sale
of portfolio securities during any periods of abnormally heavy
redemption requests, if they should occur; such borrowings may
not be used to purchase investments and the Trust Portfolio will
not purchase any investments while borrowings in excess of 15% of
total assets exist;
6. pledge, hypothecate or in any manner transfer, as
security for indebtedness, any securities owned or held by the
Trust Portfolio except as may be necessary in connection with any
borrowing mentioned above, including reverse repurchase
agreements, and in an aggregate amount not to exceed 5% of the
Trust Portfolio's assets;
7. make loans, provided that the Trust Portfolio may
purchase money market securities and enter into repurchase
agreements;
8. enter into repurchase agreements if, as a result
thereof, more than 10% of the Trust Portfolio's assets would be
subject to repurchase agreements not terminable within seven days
and other illiquid investments; or
9. (a) make investments for the purpose of exercising
control; (b) purchase securities of other investment companies,
except in connection with a merger, consolidation, acquisition or
reorganization; (c) invest in real estate (other than money
market securities secured by real estate or interests therein or
money market securities issued by companies which invest in real
estate, or interests therein), commodities or commodity
contracts, including futures contracts, interests in oil, gas and
other mineral exploration or other development programs;
(d) purchase securities on margin; (e) make short sales of
securities or maintain a short position or write, purchase or
sell puts, call, straddles, spreads or combinations thereof;
(f) invest in securities of issuers (other than agencies and
instrumentalities of the United States Government) having a
record, together with predecessors, of less than three years of
continuous operation if more than 5% of the Trust Portfolio's
assets would be invested in such securities; (g) purchase or
retain securities of any issuers if those officers and directors
of the Fund and of the Adviser who own individually more than
1/2% of the outstanding securities of such issuer together own
more than 5% of the securities of such issuer; or (h) act as an
underwriter of securities.
9
<PAGE>
_________________________________________________________________
MANAGEMENT
_________________________________________________________________
Organization
The Portfolio is a series of Alliance Institutional
Reserves, Inc., an open-end management investment company
registered under the 1940 Act and organized as a Maryland
corporation on March 21, 1990. The Portfolio's activities are
supervised by the Board of Directors. The Adviser provides
investment advice and, in general, conducts the management and
investment program of the Fund, subject to the general
supervision and control of the Board of Directors.
Normally, shares of each series are entitled to one vote per
share, and vote as a single series, on matters that affect each
series in substantially the same manner. Maryland law does not
require annual meetings of shareholders and it is anticipated
that shareholder meetings will be held only when required by
federal or Maryland law. Shareholders have available certain
procedures for the removal of directors.
Directors and Officers
The Directors and principal officers of the Fund and their
primary occupations during the past five years are set forth
below. Unless otherwise specified, the address of each such
person is 1345 Avenue of the Americas, New York, New York 10105.
Those Directors whose names are followed by an asterisk are
"interested persons" of the Fund as determined under the Act.
Each Director and officer is affiliated as such with one or more
of the other registered investment companies that are advised by
the Adviser.
Directors
JOHN D. CARIFA,10 54, Chairman of the Board of Directors, is
the President, Chief Operating Officer and a Director of Alliance
Capital Management Corporation ("ACMC"), with which he has been
associated since prior to 1994.
RUTH BLOCK, 68, was formerly Executive Vice President and
Chief Insurance Officer of Equitable. She is a Director of
Ecolab Incorporated (specialty chemicals) and Amoco Corporation
____________________
10. An "interested person" of the Fund as defined in the 1940
Act.
10
<PAGE>
(oil and gas). Her address is Box 4653, Stamford, Connecticut,
06903.
DAVID H. DIEVLER, 69, was formerly a Senior Vice President
of ACMC, with which he was associated since prior to 1992 through
1994. He is currently an independent consultant. His address is
P.O. Box 167, Spring Lake, New Jersey, 07762.
JOHN H. DOBKIN, 57 has been the President of Historic Hudson
Valley (historic preservation) since prior to 1994. Previously,
he was Director of the National Academy of Design. His address
is 150 White Plains Road, Tarrytown, New York 10591.
WILLIAM H. FOULK, JR., 66 is an Investment Advisor and
Independent Consultant. He was formerly Senior Manager of
Barrett Associates, Inc., a registered investment adviser, since
1986. His address is Suite 100, 2 Greenwich Plaza, Greenwich,
Connecticut 06830.
DR. JAMES M. HESTER, 75 is President of the Harry Frank
Guggenheim Foundation and a Director of Union Carbide
Corporation, with which he has been associated since prior to
1994. He was formerly President of New York University, the New
York Botanical Garden and Rector of the United Nations
University. His address is 45 East 89th Street, New York, New
York 10128.
CLIFFORD L. MICHEL, 60, is a partner of the law firm of
Cahill Gordon & Reindel, with which he has been associated since
prior to 1994. He is Chief Executive Officer of Wenonah
Development Company (investment holding company) and a Director
of Placer Dome, Inc. (mining). His address is 80 Pine Street,
New York, New York 10005.
DONALD J. ROBINSON, 64, was formerly a partner of the law
firm of Orrick, Herrington & Sutcliffe since prior to 1994 and is
currently of counsel to that firm. His address is 666 Fifth
Avenue, 19th Floor, New York, New York 10103.
Officers
RONALD M. WHITEHILL - President, 61, is a Senior Vice
President of ACMC and President of Alliance Cash Management
Services with which he has been associated since prior to
1994.
KATHLEEN A. CORBET - Senior Vice President, 39, is an
Executive Vice President of ACMC with which she has been
associated since prior to 1994.
11
<PAGE>
DREW A. BIEGEL - Senior Vice President, 48, is a Vice
President of ACMC, with which he has been associated since prior
to 1994.
RAYMOND J. PAPERA Senior Vice President, 43, is a Senior
Vice President of ACMC with which he has been associated since
prior to 1994.
KENNETH T. CARTY - Vice President, 38, is a Vice President
of ACMC with which he has been associated since prior to
1994.
JOHN F. CHIODI, JR. - Vice President, 33, is a Vice
President of ACMC with which he has been associated since prior
to 1994.
MARIA R. CONA - Vice President, 44, is an Assistant Vice
President of ACMC with which she has been associated since prior
to 1994.
FRANCES M. DUNN - Vice President, 28, is a Vice President of
ACMC with which she has been associated since prior to 1994.
JOSEPH R. LASPINA - Vice President, 38, is an Assistant Vice
President of ACMC, with which he has been associated since prior
to 1994.
EDMUND P. BERGAN, JR. - Secretary, 49 is a Senior Vice
President and the General Counsel of Alliance Fund Distributors,
Inc. ("AFD") and Alliance Fund Services, Inc. ("AFS"), with which
he has been associated since prior to 1994.
MARK D. GERSTEN - Treasurer and Chief Financial Officer, 48,
is a Senior Vice President of AFS and a Vice President of AFS,
with which he has been associated since prior to 1994.
VINCENT S. NOTO - Controller, 34, is a Vice President of
AFS, with which he has been associated since prior to 1994.
ANDREW L. GANGOLF - Assistant Secretary, 45, is a Vice
President and Assistant General Counsel of AFD with which he has
been associated since December 1994. Prior thereto, he was Vice
President and Assistant Secretary of Delaware Management Co.,
Inc.
DOMENICK PUGLIESE - Assistant Secretary, 38, is a Vice
President and Assistant General Counsel of AFD with which he has
been associated since May 1995. Prior thereto, he was Vice
President and Counsel of Concord Holding Corporation since 1994
and Vice President and Associate General Counsel of Prudential
Securities since 1992.
12
<PAGE>
EMILIE D. WRAPP, Assistant Secretary, 43, is a Vice
President and Assistant General Counsel of AFD with which she has
been associated since prior to 1993.
The Fund does not pay any fees to, or reimburse expenses of,
its Directors who are considered "interested persons" of the
Fund. The aggregate compensation paid by the Fund to each of the
Directors during its fiscal year ended April 30, 1999, the
aggregate compensation paid to each of the Directors during
calendar year 1998 by all of the registered investment companies
to which the Adviser provides investment advisory services
(collectively, the "Alliance Fund Complex") and the total number
of registered investment companies (and separate investment
portfolios within those companies) in the Alliance Fund Complex
with respect to which each of the Directors serves as a director
or trustee, are set forth below. Neither the Fund nor any other
registered investment company in the Alliance Fund Complex
provides compensation in the form of pension or retirement
benefits to any of its directors or trustees. Each of the
Directors is a director or trustee of one or more other
registered investment companies in the Alliance Fund Complex.
Total Number Total Number
of Registered of Investment
Investment Portfolios
Companies Within the
Total the Alliance Alliance Fund
Compensation Fund Complex, Complex,
from the Including the Including the
Alliance Fund, as to Fund, as to
Aggregate Fund which the which the
Compensation Complex, Director is Director is
from the Including a Director a Director
Name of Director Fund the Fund or Trustee or Trustee
John D. Carifa $-0- $-0- 49 114
Ruth Block $159,767.50 $180,762.50 36 77
David H. Dievler $159,800.50 $216,287.50 42 80
John H. Dobkin $158,912.50 $185,362.50 40 91
William H. Foulk, Jr. $160,657.50 $241,002.50 44 109
James M. Hester $160,412.50 $172,912.50 36 74
Clifford L. Michel $158,912.50 $187,762.50 37 90
Donald J. Robinson $157,767.50 $193,708.50 40 103
As of June 15, 1999, the Directors and officers of the Fund
as a group owned less than 1% of the outstanding shares of the
Trust Portfolio.
13
<PAGE>
The Adviser
The Fund's investment adviser is Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105. The
Adviser is a leading international adviser managing client
accounts with assets as of March 31, 1999 totaling more than $301
billion (of which approximately $127 billion represented assets
of investment companies). As of March 31, 1999, the managed
retirement assets for many of the largest public and private
employee benefit plans (including 30 of the nation's FORTUNE 100
companies), for public employee retirement funds in 32 out of the
50 states, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. The 53
registered investment companies, with 119 separate portfolios,
managed by the Adviser currently have more than four million
shareholder accounts.
Alliance Capital Management Corporation ("ACMC"), the sole
general partner of, and the owner of a 1% general partnership
interest in, the Adviser, is an indirect wholly-owned subsidiary
of The Equitable Life Assurance Society of the United States
("Equitable"), one of the largest life insurance companies in the
United States and a wholly-owned subsidiary of The Equitable
Companies Incorporated ("ECI"). ECI is a holding company
controlled by AXA, a French insurance holding company. As of
March 1, 1999, AXA and certain of its subsidiaries beneficially
owned approximately 58.4% of ECI's outstanding common stock. ECI
is a public company with shares traded on the New York Stock
Exchange.
AXA, a French company, is the holding company for an
international group of insurance and related financial services
companies. AXA's insurance operations include activities in life
insurance, property and casualty insurance and reinsurance. The
insurance operations are diverse geographically with activities
principally in Western Europe, North America, the Asia/Pacific
area and, to a lesser extent, in Africa and South America. AXA
is also engaged in asset management, investment banking,
securities trading, brokerage, real estate and other financial
activities principally in the United States, as well as in
Western Europe and the Asia/Pacific area.
For insurance regulatory purposes the shares of capital
stock of ECI beneficially owned by AXA and its subsidiaries have
been deposited into a voting trust which has an initial term of
10 years commencing in 1992. The trustees of the voting trust
(the "Voting Trustees") have agreed to protect the legitimate
economic interests of AXA, but with a view of ensuring that
certain minority shareholders of AXA do not exercise control over
ECI or certain of its insurance subsidiaries. As of March 1,
1999, AXA, ECI, Equitable and certain subsidiaries of Equitable
14
<PAGE>
were the beneficial owners of approximately 56.6% of the issued
and outstanding units representing assignments of beneficial
ownership of limited partnership interests ("Units") in the
Adviser.
Based on information provided by AXA, on March 1, 1999,
approximately 20.7% of the issued ordinary shares (representing
32.7% of the voting power) of AXA were owned directly and
indirectly by Finaxa, a French holding company. As of March 1,
1999, 61.7% of the shares (representing 72.3% of the voting
power) of Finaxa were owned by four French mutual insurance
companies (the "Mutuelles AXA") (one of which, AXA Assurances
I.A.R.D Mutuelle, owned 35.4% of the shares, representing 41.5%
of the voting power of Finaxa), and 22.7% of the shares of Finaxa
(representing 13.7% of the voting power) were owned by Paribas, a
French bank. Including the ordinary shares owned by Finaxa, on
March 1, 1999, the Mutuelles AXA directly and indirectly owned
approximately 23.9% of the issued ordinary shares (representing
37.6% of the voting power) of AXA. The Voting Trustees may be
deemed to be beneficial owners of all Units beneficially owned by
AXA and its subsidiaries. By virtue of the provisions of the
voting trust agreement, AXA may be deemed to have shared voting
power with respect to the Units. In addition, the Mutuelles AXA,
as a group, and Finaxa may be deemed to be beneficial owners of
all Units beneficially owned by AXA and its subsidiaries. AXA and
its subsidiaries have the power to dispose or direct the
disposition of all shares of the capital stock of ECI deposited
in the voting trust. The Mutuelles AXA, as a group, and Finaxa
may be deemed to share power to vote or direct the vote and to
dispose or to direct the disposition of all the Units
beneficially owned by AXA and its subsidiaries. By reason of
their relationship, AXA, the Voting Trustees, the Mutuelles AXA,
Finaxa, ECI, Equitable, Equitable Holdings, L.L.C., Equitable
Investment Corporation, ACMC and Equitable Capital Management
Corporation may be deemed to share the power to vote or direct
the vote and to dispose or direct the disposition of all or a
portion of the Units beneficially owned by AXA and its
subsidiaries.
Under the Advisory Agreement, the Adviser provides
investment advisory services and order placement facilities for
the Trust Portfolio of the Fund and pays all compensation of
Directors of the Fund who are affiliated persons of the Adviser.
The Adviser or its affiliates also furnish the Fund without
charge with management supervision and assistance and office
facilities. Under the Advisory Agreement, the Trust Portfolio
pays the Adviser at an annual rate of .45 of 1% of the average
daily value of its net assets. The fee is accrued daily and paid
monthly. The Adviser has undertaken, until, at its request, the
Fund notifies investors to the contrary that if, in any fiscal
year, the aggregate expenses of the Trust Portfolio, exclusive of
15
<PAGE>
taxes, brokerage, interest on borrowings and extraordinary
expenses, but including the management fee, exceed .50 of 1% of
the Trust Portfolio's average net assets for the fiscal year, the
Trust Portfolio may deduct from the payment to be made to the
Adviser, or the Adviser will bear, such excess expenses. For the
fiscal year ended April 30, 1999, the Trust Portfolio paid the
Adviser at an annual rate of .40 of 1% of average daily net
assets and the Adviser reimbursed $________, all of which
represented advisory fees. For the fiscal year ended April 30,
1998, the Adviser reimbursed $128,100, all of which represented
advisory fees. For the fiscal year ended April 30, 1997, the
Adviser reimbursed $144,572, all of which represented advisory
fees. The Adviser may make payments from time to time from its
own resources, which may include the management fees paid by the
Trust Portfolio to compensate broker-dealers, (including
Donaldson, Lufkin & Jenrette Securities Corp. and its Pershing
Division, affiliates of the Adviser) depository institutions, or
other persons for providing distribution assistance and
administrative services and to otherwise promote the sale of
shares of the Trust Portfolio, including paying for the
preparation, printing and distribution of prospectuses and other
literature or other promotional activities. The Trust Portfolio
also pays for printing of prospectuses and other reports to
shareholders and all expenses and fees related to registrations
and filings with the Commission and with state regulatory
authorities. The Trust Portfolio pays all other expenses
incurred in its operations, including the Adviser's management
fees; custody, transfer and dividend disbursing expenses; legal
and auditing costs; clerical, administrative, accounting, and
other office costs; fees and expenses of Directors who are not
affiliated with the Adviser; costs of maintenance of the Fund's
existence; and interest charges, taxes, brokerage fees, and
commissions. As to the obtaining of clerical and accounting
services not required to be provided to the Trust Portfolio by
the Adviser under the Advisory Agreement, the Fund may employ its
own personnel. For such services, it also may utilize personnel
employed by the Adviser; if so done, the services are provided to
the Fund at cost and the payments therefor must be specifically
approved in advance by the Directors.
The Advisory Agreement became effective on July 22, 1992.
The Advisory Agreement remains in effect with respect to the
Trust Portfolio until December 31, 1999, and thereafter for
successive twelve month periods computed from each January 1,
provided that such continuance is specifically approved at least
annually by a vote of a majority of the Trust Portfolio's
outstanding voting securities or by the Fund's Board of
Directors, including in either case approval by the majority of
the Directors who are not parties to the Advisory Agreement or
interested persons as defined in the Act. The Advisory Agreement
may be terminated with respect to the Trust Portfolio without
16
<PAGE>
penalty on 60 days' written notice at the option of either party
or by vote of a majority of the outstanding voting securities of
the Trust Portfolio; it will automatically terminate in the event
of assignment. The Adviser is not liable for any action or
inaction with regard to its obligations under the Advisory
Agreement as long as it does not exhibit willful misfeasance, bad
faith, gross negligence, or reckless disregard of its
obligations.
_________________________________________________________________
PURCHASE AND REDEMPTION OF SHARES
_________________________________________________________________
The Trust Portfolio may refuse any order for the purchase of
shares and reserves the right to suspend the sale of its shares
to the public in response to conditions in the securities markets
or for other reasons. The Trust Portfolio is only available
through financial intermediaries.
Shareholders maintaining accounts in the Trust Portfolio
through brokerage firms and other institutions should be aware
that such institutions necessarily set deadlines for receipt of
transaction orders from their clients that are earlier than the
transaction times of the Trust Portfolio itself so that the
institutions may properly process such orders prior to their
transmittal to State Street Bank. Should an investor place a
transaction order with such an institution after its deadline,
the institution may not effect the order with the Trust Portfolio
until the next business day. Accordingly, an investor should
familiarize himself or herself with the deadlines set by his or
her institution.
Except with respect to telephone orders, investors whose
payment in Federal funds or bank wire monies are received by
State Street Bank by 4:00 p.m. (Eastern time) will become
shareholders on, and will receive the dividend declared, that
day. A telephone order for the purchase of shares will become
effective, and the shares purchased will receive the dividend on
shares declared on that day, if such order is placed by 4:00 p.m.
(Eastern time) and Federal funds or bank wire monies are received
by State Street bank prior to 4:00 p.m. (Eastern time) of such
day. Federal funds are a bank's deposits in a Federal Reserve
Bank. These funds can be transferred by Federal Reserve wire
from the account of one member bank to that of another member
bank on the same day and are considered to be immediately
available funds; similar immediate availability is accorded
monies received at State Street Bank by bank wire. Money
transmitted by a check drawn on a member of the Federal Reserve
System is converted to Federal funds in one business day
following receipt. Checks drawn on banks which are not members
17
<PAGE>
of the Federal Reserve System may take longer. All payments
(including checks from individual investors) must be in United
States dollars.
All shares purchased are confirmed to each shareholder and
are credited to his or her account at net asset value. To avoid
unnecessary expense to the Trust Portfolio and to facilitate the
immediate redemption of shares, stock certificates, for which no
charge is made, are not issued except upon the written request of
the shareholder. Certificates are not issued for fractional
shares. Shares for which certificates have been issued are not
eligible for any of the optional methods of withdrawal, such as
telephone, telegraph and check-writing procedures. The Trust
Portfolio reserves the right to reject any purchase order.
The Trust Portfolio reserves the right to close out an
account that is below $500,000 after at least 60 days' written
notice to the shareholder unless the balance in such account is
increased to at least that amount during such period. For
purposes of this calculation, the sum of a shareholder's balance
in all of the Portfolios will be considered as one account.
A "business day," during which purchases and redemptions of
Trust Portfolio shares can become effective and the transmittal
of redemption proceeds can occur, is considered for Trust
Portfolio purposes as any weekday exclusive of national holidays
on which the New York Stock Exchange is closed and Good Friday
and Martin Luther King, Jr. Day; if one of these holidays falls
on a Saturday or Sunday, purchases and redemptions will likewise
not be processed on the preceding Friday or the following Monday,
respectively. On any such day that is an official bank holiday
in Massachusetts, neither purchases nor wire redemptions can
become effective because Federal funds cannot be received or sent
by State Street Bank. On such days, therefore, the Trust
Portfolio can only accept redemption orders for which
shareholders desire remittance by check. The right of redemption
may be suspended or the date of a redemption payment postponed
for any period during which the New York Stock Exchange is closed
(other than customary weekend and holiday closings), when trading
on the New York Stock Exchange is restricted, or an emergency (as
determined by the Commission) exists, or the Securities and
Exchange Commission has ordered such a suspension for the
protection of shareholders. The value of a shareholder's
investment at the time of redemption may be more or less than his
or her cost, depending on the market value of the securities held
by the Trust Portfolio at such time and the income earned.
18
<PAGE>
________________________________________________________________
DAILY DIVIDENDS - DETERMINATION OF NET ASSET VALUE
________________________________________________________________
All net income of the Trust Portfolio is determined at 12:00
Noon and 4:00 p.m. (Eastern time) and is paid immediately
thereafter pro rata to shareholders of record of the Trust
Portfolio via automatic investment in additional full and
fractional shares in each shareholder's account at the rate of
one share for each dollar distributed. As such additional shares
are entitled to dividends on following days, a compounding growth
of income occurs.
The Trust Portfolio's net income consists of all accrued
interest income on assets less expenses allocable to the Trust
Portfolio (including accrued expenses and fees payable to the
Adviser) applicable to that dividend period. Realized gains and
losses of the Trust Portfolio are reflected in its net asset
value and are not included in net income. Net asset value per
share of the Trust Portfolio is expected to remain constant at
$1.00 since all net income of the Trust Portfolio is declared as
a dividend each time net income is determined and net realized
gains and losses, if any, are expected to be relatively small.
The valuation of the Trust Portfolio's securities is based
upon its amortized cost which does not take into account
unrealized securities gains or losses as measured by market
valuations. The amortized cost method involves valuing an
instrument at its cost and thereafter applying a constant
amortization to maturity of any discount or premium, regardless
of the impact of fluctuating interest rates on the market value
of the instrument. During periods of declining interest rates,
the daily yield on shares of the Trust Portfolio may be higher
than that of a fund with identical investments utilizing a method
of valuation based upon market prices for its portfolio
instruments; the converse would apply in a period of rising
interest rates.
The Trust Portfolio maintains procedures designed to
maintain, to the extent reasonably possible, the price per share
of the Trust Portfolio as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the
Trust Portfolio's portfolio holdings by the Directors at such
intervals as they deem appropriate to determine whether and to
what extent the net asset value of the Trust Portfolio calculated
by using available market quotations or market equivalents
deviates from net asset value based on amortized cost. There can
be no assurance, however, that the Fund's net asset value per
share will remain constant at $1.00.
19
<PAGE>
The net asset value of the shares of the Trust Portfolio is
determined each business day (and on such other days as the
Directors deem necessary) at 12:00 Noon and 4:00 p.m. (Eastern
time). The net asset value per share of the Trust Portfolio is
calculated by taking the sum of the value of the Trust
Portfolio's investments and any cash or other assets, subtracting
liabilities, and dividing by the total number of shares of that
Trust Portfolio outstanding. All expenses, including the fees
payable to the Adviser, are accrued daily.
________________________________________________________________
TAXES
________________________________________________________________
Federal Income Tax Considerations
The Trust Portfolio qualified, for the period ended April
30, 1999, as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code") and, as such, will
not be liable for Federal income and excise taxes on the
investment company taxable income and net capital gains
distributed to its shareholders. Since the Trust Portfolio
distributes all of its investment company taxable income and net
capital gains, the Trust Portfolio should thereby avoid all
Federal income and excise taxes.
Distributions out of taxable interest income, other
investment income, and short-term capital gains are taxable to
shareholders as ordinary income. Since the Trust Portfolio's
investment income is derived from interest rather than dividends,
no portion of such distributions is eligible for the
dividends-received deduction available to corporations.
Long-term capital gains, if any, distributed by the Trust
Portfolio to a shareholder are taxable to the shareholder as
long-term capital gain, irrespective of the length of time he or
she may have held his or her shares. Any loss realized on shares
held for six months or less will be treated as long-term loss for
Federal income tax purposes to the extent of any long-term
capital gain distributions received on such shares.
Distributions of short and long-term capital gains, if any, are
normally made once each year shortly before the close of the
Trust Portfolio's fiscal year, although such distributions may be
made more frequently if necessary in order to maintain the Trust
Portfolio's net asset value at $1.00 per share.
20
<PAGE>
________________________________________________________________
GENERAL INFORMATION
________________________________________________________________
Portfolio Transactions. Subject to the general supervision
of the Directors of the Fund, the Adviser is responsible for the
investment decisions and the placing of the orders for portfolio
transactions for the Trust Portfolio. Because the Trust
Portfolio invests in securities with short maturities, there is a
relatively high portfolio turnover rate. However, the turnover
rate does not have an adverse effect upon the net yield and net
asset value of the Trust Portfolio's shares since the portfolio
transactions occur primarily with issuers, underwriters or major
dealers in money market instruments acting as principals. Such
transactions are normally on a net basis which do not involve
payment of brokerage commissions. The cost of securities
purchased from an underwriter usually includes a commission paid
by the issuer to the underwriters; transactions with dealers
normally reflect the spread between bid and asked prices.
The Trust Portfolio has no obligation to enter into
transactions in portfolio securities with any dealer, issuer,
underwriter or other entity. In placing orders, it is the policy
of the Trust Portfolio to obtain the best price and execution for
its transactions. Where best price and execution may be obtained
from more than one dealer, the Adviser may, in its discretion,
purchase and sell securities through dealers who provide
research, statistical and other information to the Adviser. Such
services may be used by the Adviser for all of its investment
advisory accounts and, accordingly, not all such services may be
used by the Adviser in connection with the Trust Portfolio. The
supplemental information received from a dealer is in addition to
the services required to be performed by the Adviser under the
Advisory Agreement, and the expenses of the Adviser will not
necessarily be reduced as a result of the receipt of such
information.
Capitalization
All shares of the Trust Portfolio participate equally in
dividends and distributions from the Trust Portfolio, including
any distributions in the event of a liquidation. Each share of
the Trust Portfolio is entitled to one vote for all purposes.
Shares of all classes vote for the election of Directors and on
any other matter that affects all Portfolios of the Fund in
substantially the same manner as a single class, except as
otherwise required by law. As to matters affecting each
Portfolio differently, such as approval of the Advisory
Agreement, shares of each Portfolio vote as a separate class.
There are no conversion or preemptive rights in connection with
21
<PAGE>
any shares of the Trust Portfolio. Since voting rights are
noncumulative, holders of more than 50% of the shares voting for
the election of Directors can elect all of the Directors.
Procedures for calling a shareholders' meeting for the removal of
Directors of the Fund, similar to those set forth in Section
16(c) of the Act and in the Fund's By-Laws, will be available to
shareholders of each Portfolio. Special meetings of stockholders
for any purpose may be called by 10% of its outstanding
shareholders. All shares of the Trust Portfolio when duly issued
will be fully paid and non-assessable. The rights of the holders
of shares of a class may not be modified except by the vote of a
majority of the outstanding shares of such class.
The Board of Directors is authorized to reclassify and issue
any unissued shares to any number of additional series without
shareholder approval. Accordingly, the Directors in the future,
for reasons such as the desire to establish one or more
additional portfolios with different investment objectives,
policies or restrictions, may create additional series of shares.
Any issuance of shares of another class would be governed by the
Act and Maryland law.
As of the close of business on June 15, 1999, there were
shares of the Trust Portfolio outstanding. Set forth
and discussed below is certain information as to all persons who
owned of record or beneficially 5% or more of the outstanding
shares of the Trust Portfolio at June 15, 1999.
No. of % of
Name and Address Shares Class
Pershing as Agent 241,727,968 61.46%
Omnibus Account
For Exclusive Benefit of Customers
1 Pershing Plaza
Jersey City, NJ 07399-0002
Legal Matters. The legality of the shares offered hereby
has been passed upon by Seward & Kissel LLP, New York, New York,
counsel for the Trust Portfolio and the Adviser. Seward & Kissel
has relied upon the opinion of Venable, Baetjer and Howard, LLP,
Baltimore, Maryland, for matters relating to Maryland law.
Accountants. McGladrey & Pullen, LLP, New York, New York,
are the independent auditors for the Trust Portfolio.
Yield Quotations and Performance Information.
Advertisements containing yield quotations for the Trust
Portfolio may from time to time be sent to investors or placed in
newspapers, magazines or other media on behalf of the Fund.
These advertisements may quote performance rankings, ratings or
22
<PAGE>
data from independent organizations or financial publications
such as Lipper Analytical Services, Inc., Morningstar, Inc.,
IBC's Money Fund Report, IBC's Money Market Insight or Bank Rate
Monitor or compare the Portfolio's performance to bank money
market deposit accounts, certificates of deposit or various
indices. Yield quotations are calculated in accordance with the
standardized method referred to in Rule 482 under the Securities
Act of 1933.
Yield quotations for the Trust Portfolio are thus determined
by (i) computing the net change over a seven-day period,
exclusive of the capital changes, in the value of a hypothetical
pre-existing account having a balance of one share of the Trust
Portfolio at the beginning of such period, (ii) dividing the net
change in account value by the value of the account at the
beginning of the base period to obtain the base period return,
and (iii) multiplying the base period return by (365/7) with the
resulting yield figure carried to the nearest hundredth of one
percent. The Trust Portfolio's effective annual yield represents
a compounding of the annualized yield according to the formula:
effective yield + [(base period return + 1) 365/7] - 1.
23
<PAGE>
________________________________________________________________
APPENDIX A
COMMERCIAL PAPER AND BOND RATINGS
________________________________________________________________
Municipal and Corporate Bonds
The two higher ratings of Moody's Investors Service, Inc.
("Moody's") for municipal and corporate bonds are Aaa an Aa.
Bonds rated Aaa are judged by Moody's to be of the best quality.
Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally
known as high-grade bonds. Moody's states that Aa bonds are
rated lower than the best bonds because margins of protection or
other elements make long-term risks appear somewhat larger than
Aaa securities. The generic rating Aa may be modified by the
addition of the numerals 1, 2 or 3. The modifier 1 indicates
that the security ranks in the higher end of the Aa rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of
such rating category.
The two highest ratings of Standard & Poor's for municipal
and corporate bonds AAA and AA. Bonds rated AAA have the highest
rating assigned by Standard & Poor's to debt obligation.
Capacity to pay interest and repay principal is extremely strong.
Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in
a small degree. The AA rating may be modified by the addition of
a plus (+) or Minus (-) sign to show relative standing within
rating category.
Short-Term Municipal Securities
Moody's highest rating for short-term municipal loans is
MIG-1/VMIG-1. Moody's states that short-term municipal
securities rated MIG-1/VMIG-1 are of the best quality, enjoying
strong protection from established cash flows of funds for their
servicing or from established and broad-based access to the
market for refinancing, or both. Loans bearing the MIG-2/VMIG-2
designation are of high quality, with margins of protection ample
although not so large as in the MIG-1/VMIG-1 group.
Standard & Poor's highest rating for short-term municipal
loans is SP-1. Standard & Poor's stated that short-term
municipal securities bearing the SP-1 designation have very
strong or strong capacity to pay principal and interest. Those
issues rated SP-1 which are determined to possess overwhelming
safety characteristics will be given a plus (+) designation.
A-1
<PAGE>
Issues rate SP-2 have satisfactory capacity to pay principal and
interest.
Other Municipal Securities and Commercial Paper
"Prime-1" is the highest rating assigned by Moody's for
other short-term municipal securities and commercial paper, and
"A-1+" and "A-1" are the two highest ratings for commercial paper
assigned by Standard & Poor's (Standard & Poor's does not rate
short-term tax-free obligations). Moody's uses the numbers 1, 2,
and 3 to denote relative strength within its highest
classification of "Prime", while Standard & Poor's uses the
number 1+, 1, 2 and 3 to denote relative strength within its
highest classification of "A". Issuers rated "Prime" by Moody's
have the following characteristics: their short-term debt
obligations carry the smallest degree of investment risk, margins
of support for current indebtedness are large or stable with cash
flow an asset protection well assured, current liquidity provides
ample coverage of near-term liabilities and unused alternative
financing arrangements are generally available. While protective
elements may change over the intermediate or longer term, such
changes are most unlikely to impair the fundamentally strong
position of short-term obligations. Commercial paper issuers
rates "A" by Standard & Poor's have the following
characteristics: liquidity ratios are better than industry
average, long-term debt rating is A or better, the issuer has
access to at least two additional channels of borrowing, and
basic earnings and cash flow are in an upward trend. Typically,
the issuer is a strong company in a well-established industry and
has superior management.
A-2
<PAGE>
PART C
OTHER INFORMATION
ITEM 23. Exhibits
(a) (1) Articles of Incorporation of the Registrant
dated March 22, 1998 - Incorporated by
reference to Exhibit 1(a) to Post-Effective
Amendment No. 13 to Registrant's Registration
Statement on Form N-1A, filed with the
Securities and Exchange Commission on
August 28, 1997.
(2) Certificate of Correction to Articles of
Incorporation of the Registrant dated June 21,
1990 - Incorporated by reference to Exhibit
1(a) to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form
N-1A, filed with the Securities and Exchange
Commission on August 28, 1997.
(3) Articles Supplementary of the Registrant dated
July 17, 1992 - Incorporated by reference to
Exhibit 1(b) to Post-Effective Amendment
No. 13 to Registrant's Registration Statement
on Form N-1A, filed with the Securities and
Exchange Commission on August 28, 1997.
(4) Articles of Amendment of the Registrant dated
June 2, 1998 - Incorporated by reference to
Exhibit 1(d) to Post-Effective Amendment
No. 15 to Registrant's Registration Statement
on Form N-1A, filed with the Securities and
Exchange Commission on June 29, 1998.
(5) Articles Supplementary of the Registrant dated
June 2, 1998 - Incorporated by reference to
Exhibit 1(e) to Post-Effective Amendment
No. 15 to Registrant's Registration Statement
on Form N-1A, filed with the Securities and
Exchange Commission on June 29, 1998.
(6) Articles of Amendment of the Registrant dated
June 25, 1998 - Incorporated by reference to
Exhibit 1(f) to Post-Effective Amendment
No. 15 to Registrant's Registration Statement
on Form N-1A, filed with the Securities and
Exchange Commission on June 29, 1998.
(b) By-Laws - Amended and Restated - Incorporated
by reference to Exhibit 2 to Post-Effective
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Amendment No. 13 to Registrant's Registration
Statement on Form N-1A, filed with the
Securities and Exchange Commission on
August 28, 1997.
(c) See Exhibit (b).
(d) Advisory Agreement between the Registrant and
Alliance Capital Management L.P., amended
June 29, 1998 - Incorporated by reference to
Exhibit 5(b) to Post-Effective Amendment
No. 15 to Registrant's Registration Statement
on Form N-1A, filed with the Securities and
Exchange Commission on June 29, 1998.
(e) (1) Distribution Agreement between the Registrant
and Alliance Fund Distributors, Inc. -
Incorporated by reference to Exhibit No. 6 to
Post-Effective Amendment No. 13 of the
Registrant's Form N-1A, filed August 28, 1997.
(2) Distribution Agreement between the Registrant
and Alliance Fund Distributors, Inc., amended
June 29, 1998 - Incorporated by reference to
Exhibit 6(b) to Post-Effective Amendment
No. 15 to Registrant's Registration Statement
on Form N-1A, filed with the Securities and
Exchange Commission on June 29, 1998.
(f) Not applicable.
(g) Custodian Contract between the Registrant and
State Street Bank - Incorporated by reference
to Exhibit 8 to Post-Effective Amendment
No. 13 to Registrant's Registration Statement
on Form N-1A, filed with the Securities and
Exchange Commission on August 28, 1997.
(h) Transfer Agency Agreement between the
Registrant and Alliance Fund Services, Inc. -
Incorporated by reference to Exhibit 9 to
Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form
N-1A, filed with the Securities and Exchange
Commission on August 28, 1997.
(i)(1) Opinion of Seward & Kissel LLP - Incorporated
by reference to Exhibit 10(a) to Post-
Effective Amendment No. 15 to Registrant's
Registration Statement on Form N-1A, filed
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<PAGE>
with the Securities and Exchange Commission on
June 29, 1998.
(2) Opinion of Venable, Baetjer and Howard -
Incorporated by reference to Exhibit 10(b) to
Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed
with the Securities and Exchange Commission on
June 18, 1990.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) Not applicable.
(n) Not applicable.
(o) Rule 18f-3 Plan - Incorporated by reference to
Exhibit 18 to Post-Effective Amendment No. 15
to Registrant's Registration Statement on Form
N-1A, filed with the Securities and Exchange
Commission on June 29, 1998.
Other Exhibits:
Powers of Attorney of Messrs. Carifa, Dievler, Dobkin,
Foulk, Hester, Michel, Robinson and Ms. Block -
Incorporated by reference to Other Exhibits to Post-
Effective Amendment No. 15 to Registrant's Registration
Statement on Form N-1A, filed with the Securities and
Exchange Commission on June 29, 1998.
ITEM 24. Persons Controlled by or under Common Control
with the Fund.
Registrant does not control any person. Information
regarding the persons under common control with the
Registrant is contained in Exhibit 22 to the
Registration Statement on Form S-1 under the Securities
Act of 1933 of The Equitable Holding Companies
Incorporated (Registration No. 33-48115).
ITEM 25. Indemnification
It is the Registrant's policy to indemnify its
directors and officers, employees and other agents
to the maximum extent permitted by Section 2-418 of
the General Corporation Law of the State of
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Maryland and as set forth in Articles EIGHTH and
NINTH of Registrant's Articles of Incorporation,
filed as Exhibit (a)(1), and Section 7 of the
Distribution Services Agreement filed as
Exhibit (e)(1), all as set forth below. The
liability of the Registrant's directors and
officers is dealt with in Articles EIGHTH and NINTH
of Registrant's Articles of Incorporation, as set
forth below. The Adviser's liability for any loss
suffered by the Registrant or its shareholders is
set forth in Section 4 of the Advisory Agreement
filed as Exhibit (d) to this Registration
Statement, as set forth below.
Section 2-418 of the Maryland General Corporation
Law reads as follows:
"2-418 INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS.--(a) In this
section the following words have the meaning
indicated.
(1) "Director" means any person who is or was
a director of a corporation and any person who,
while a director of a corporation, is or was
serving at the request of the corporation as a
director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation,
partnership, joint venture, trust, other
enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or
foreign predecessor entity of a corporation in a
merger, consolidation, or other transaction in
which the predecessor's existence ceased upon
consummation of the transaction.
(3) "Expenses" include attorney's fees.
(4) "Official capacity" means the following:
(i) When used with respect to a
director, the office of director in the
corporation; and
(ii) When used with respect to a person
other than a director as contemplated in subsection
(j), the elective or appointive office in the
corporation held by the officer, or the employment
or agency relationship undertaken by the employee
or agent in behalf of the corporation.
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(iii) "Official capacity" does not
include service for any other foreign or domestic
corporation or any partnership, a person who was,
is, or is threatened to be made a named defendant
or respondent in a proceeding.
(6) "Proceeding" means any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or
investigative.
(b)(1) A corporation may indemnify any
director made a party to any proceeding by reason
of service in that capacity unless it is
established that:
(i) The act or omission of the director was
material to the matter giving rise to the
proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and
deliberate dishonesty; or
(ii) The director actually received an
improper personal benefit in money, property, or
services; or
(iii) In the case of any criminal proceeding,
the director had reasonable cause to believe that
the act or omission was unlawful.
(2) (i) Indemnification may be against
judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the
director in connection with the proceeding.
(ii) However, if the proceeding was one
by or in the right of the corporation,
indemnification may not be made in respect of any
proceeding in which the director shall have been
adjudged to be liable to the corporation.
(3) (i) The termination of any proceeding by
judgment, order or settlement does not create a
presumption that the director did not meet the
requisite standard of conduct set forth in this
subsection.
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<PAGE>
(ii) The termination of any proceeding
by conviction, or a plea of nolo contendere or its
equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption
that the director did not meet that standard of
conduct.
(c) A director may not be indemnified under
subsection (b) of this section in respect of any
proceeding charging improper personal benefit to
the director, whether or not involving action in
the director's official capacity, in which the
director was adjudged to be liable on the basis
that personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on
the merits or otherwise, in the defense of any
proceeding referred to in subsection (b) of this
section shall be indemnified against reasonable
expenses incurred by the director in connection
with the proceeding.
(2) A court of appropriate jurisdiction upon
application of a director and such notice as the
court shall require, may order indemnification in
the following circumstances:
(i) If it determines a director is entitled
to reimbursement under paragraph (1) of this
subsection, the court shall order indemnification,
in which case the director shall be entitled to
recover the expenses of securing such
reimbursement; or
(ii) If it determines that the director is
fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether
or not the director has met the standards of
conduct set forth in subsection (b) of this section
or has been adjudged liable under the circumstances
described in subsection (c) of this section, the
court may order such indemnification as the court
shall deem proper. However, indemnification with
respect to any proceeding by or in the right of the
corporation or in which liability shall have been
adjudged in the circumstances described in
subsection (c) shall be limited to expenses.
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<PAGE>
(3) A court of appropriate jurisdiction may
be the same court in which the proceeding involving
the director's liability took place.
(e)(1) Indemnification under subsection (b)
of this section may not be made by the corporation
unless authorized for a specific proceeding after a
determination has been made that indemnification of
the director is permissible in the circumstances
because the director has met the standard of
conduct set forth in subsection (b) of this
section.
(2) Such determination shall be made:
(i) By the board of directors by a majority
vote of a quorum consisting of directors not, at
the time, parties to the proceeding, or, if such a
quorum cannot be obtained, then by a majority vote
of a committee of the board consisting solely of
two or more directors not, at the time, parties to
such proceeding and who were duly designated to act
in the matter by a majority vote of the full board
in which the designated directors who are parties
may participate;
(ii) By special legal counsel selected by the
board or a committee of the board by vote as set
forth in subparagraph (I) of this paragraph, or, if
the requisite quorum of the full board cannot be
obtained therefor and the committee cannot be
established, by a majority vote of the full board
in which director who are parties may participate;
or
(iii) By the stockholders.
(3) Authorization of indemnification and
determination as to reasonableness of expenses
shall be made in the same manner as the
determination that indemnification is permissible.
However, if the determination that indemnification
is permissible is made by special legal counsel,
authorization of indemnification and determination
as to reasonableness of expenses shall be made in
the manner specified in subparagraph (ii) of
paragraph (2) of this subsection for selection of
such counsel.
C-7
<PAGE>
(4) Shares held by directors who are parties
to the proceeding may not be voted on the subject
matter under this subsection.
(f)(1) Reasonable expenses incurred by a
director who is a party to a proceeding may be paid
or reimbursed by the corporation in advance of the
final disposition of the proceeding, upon receipt
by the corporation of:
(i) A written affirmation by the director of
the director's good faith belief that the standard
of conduct necessary for indemnification by the
corporation as authorized in this section has been
met; and
(ii) A written undertaking by or on behalf of
the director to repay the amount if it shall
ultimately be determined that the standard of
conduct has not been met.
(2) The undertaking required by subparagraph
(ii) of paragraph (1) of this subsection shall be
an unlimited general obligation of the director but
need not be secured and may be accepted without
reference to financial ability to make the
repayment.
(3) Payments under this subsection shall be
made as provided by the charter, bylaws, or
contract or as specified in subsection (e) of this
section.
(g) The indemnification and advancement of
expenses provided or authorized by this section may
not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director
may be entitled under the charter, the bylaws, a
resolution of stockholders or directors, an
agreement or otherwise, both as to action in an
official capacity and as to action in another
capacity while holding such office.
(h) This section does not limit the
corporation's power to pay or reimburse expenses
incurred by a director in connection with an
appearance as a witness in a proceeding at a time
when the director has not been made a named
defendant or respondent in the proceeding.
(i) For purposes of this section:
C-8
<PAGE>
(1) The corporation shall be deemed to have
requested a director to serve an employee benefit
plan where the performance of the director's duties
to the corporation also imposes duties on, or
otherwise involves services by, the director to the
plan or participants or beneficiaries of the plan:
(2) Excise taxes assessed on a director with
respect to an employee benefit plan pursuant to
applicable law shall be deemed fines; and
(3) Action taken or omitted by the director
with respect to an employee benefit plan in the
performance of the director's duties for a purpose
reasonably believed by the director to be in the
interest of the participants and beneficiaries of
the plan shall be deemed to be for a purpose which
is not opposed to the best interests of the
corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall be
indemnified as and to the extent provided in
subsection (d) of this section for a director and
shall be entitled, to the same extent as a
director, to seek indemnification pursuant to the
provisions of subsection (d);
(2) A corporation may indemnify and advance
expenses to an officer, employee, or agent of the
corporation to the same extent that it may
indemnify directors under this section; and
(3) A corporation, in addition, may indemnify
and advance expenses to an officer, employee, or
agent who is not a director to such further extent,
consistent with law, as may be provided by its
charter, bylaws, general or specific action of its
board of directors or contract.
(k)(1) A corporation may purchase and maintain
insurance on behalf of any person who is or was a
director, officer, employee, or agent of the
corporation, or who, while a director, officer,
employee, or agent of the corporation, is or was
serving at the request, of the corporation as a
director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation,
partnership, joint venture, trust, other
enterprise, or employee benefit plan against any
C-9
<PAGE>
liability asserted against and incurred by such
person in any such capacity or arising out of such
person's position, whether or not the corporation
would have the power to indemnify against liability
under the provisions of this section.
(2) A corporation may provide similar
protection, including a trust fund, letter of
credit, or surety bond, not inconsistent with this
section.
(3) The insurance or similar protection may
be provided by a subsidiary or an affiliate of the
corporation.
(l) Any indemnification of, or advance of
expenses to, a director in accordance with this
section, if arising out of a proceeding by or in
the right of the corporation, shall be reported in
writing to the stockholders with the notice of the
next stockholders' meeting or prior to the
meeting."
Articles EIGHTH and NINTH of the
Registrant's Articles of Incorporation provide as
follows:
EIGHTH: (a) To the full extent that limitations on the
liability of directors and officers are permitted
by the Maryland General Corporation Law, no
director or officer of the Corporation shall have
any liability to the Corporation or its
stockholders for damages. This limitation on
liability applies to events occurring at the time a
person serves as a director or officer of the
Corporation whether or not such person is a
director or officer at the time of any proceeding
in which liability is asserted.
(b) The Corporation shall indemnify and advance
expenses to its currently acting and its former
directors to the full extent that indemnification
of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify
and advance expenses to its officers to the same
extent as its directors and to such further extent
as is consistent with law. The Board of Directors
may by By-Law, resolution or agreement make further
provisions for indemnification of directors,
officers, employees and agents to the full extent
permitted by the Maryland General Corporation Law.
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<PAGE>
(c) No provision of this Article shall be effective
to protect or purport to protect any director or
officer of the Corporation against any liability to
the Corporation or its stockholders to which he
would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of his office.
(d) References to the Maryland General Corporation
Law in this Article are to that law as from time to
time amended. No amendment to the Charter of the
Corporation shall affect any right of any person
under this Article based on any event, omission or
proceeding prior to the amendment."
NINTH: A director or officer of the Corporation, in his
capacity as such director or officer, shall not be
personally liable to the Corporation or its
stockholders for monetary damages except for
liability (i) to extent that it is proved that the
person actually received an improper benefit or
profit in money, property or services, for the
amount of the benefit or profit in money, property
or services actually received, or (ii) to the
extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding
based on a finding in the proceeding that the
person's actions, or failure to act, was the result
of active and deliberate dishonesty and was
material to the cause of action adjudicated in the
proceeding; provided that nothing herein shall
protect any director or officer of the Corporation
against any liability to the Corporation or to its
security holders to which he would otherwise be
subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.
If the Maryland General Corporation Law is amended
to authorize corporate action further eliminating
or limiting the personal liability of directors or
officers, then the liability of the director or
officer of the Corporation shall be eliminated to
the fullest extent permitted by the Maryland
General Corporation Law, as so amended. Any repeal
or modification of this Article NINTH by the
stockholders of the Corporation shall not adversely
affect any right or protection of a director or
officer of the Corporation existing at the time of
such repeal or modification based on events or
omissions prior thereto.
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The Advisory Agreement between the Registrant and
Alliance Capital Management L.P. provides that Alliance
Capital Management L.P. will not be liable under such
agreement for any mistake of judgment or in any event
whatsoever except for lack of good faith and that nothing
therein shall be deemed to protect Alliance Capital
Management L.P. against any liability to the Registrant or
its security holders to which it would otherwise be subject
by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties thereunder, or
by reason of reckless disregard of its duties and
obligations thereunder.
The Distribution Agreement between the Registrant
and Alliance Fund Distributors, Inc. provides that the
Registrant will indemnify, defend and hold Alliance Fund
Distributors, Inc., and any person who controls it within
the meaning of Section 15 of the Investment Company Act of
1940, free and harmless from and against any and all claims,
demands, liabilities and expenses which Alliance Fund
Distributors, Inc. or any controlling person may incur
arising out of or based upon any alleged untrue statement of
a material fact contained in Registrant's Registration
Statement, Prospectus or Statement of Additional Information
or arising out of, or based upon any alleged omission to
state a material fact required to be stated in any one of
the foregoing or necessary to make the statements in any one
of the foregoing not misleading.
The foregoing summaries are qualified by the entire
text of Registrant's Articles of Incorporation, the Advisory
Agreement between Registrant and Alliance Capital Management
L.P. and the Distribution Agreement between Registrant and
Alliance Fund Distributors, Inc. which are filed herewith as
Exhibits (a)(1), (d) and (e)(1), respectively, in response
to Item 23 and each of which are incorporated by reference
herein.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Securities Act") may
be permitted to directors, officer and controlling persons
of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
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controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
The Registrant participates in a joint directors
and officers liability insurance policy issued by the ICI
Mutual Insurance Company. Coverage under this policy has
been extended to directors, trustees and officers of the
investment companies managed by Alliance Capital Management
L.P. Under this policy, outside trustees and directors
would be covered up to the limits specified for any claim
against them for acts committed in their capacities as
trustee or director. A pro rata share of the premium for
this coverage is charged to each investment company and to
the Adviser.
ITEM 26. Business and Other Connections of Investment
Adviser.
The descriptions of Alliance Capital
Management L.P. under the caption "The Adviser" in
the Prospectus and "Management of the Fund" in the
Prospectus and in the Statement of Additional
Information constituting Parts A and B,
respectively, of this Registration Statement are
incorporated by reference herein.
The information as to the directors and
executive officers of Alliance Capital Management
Corporation, the general partner of Alliance
Capital Management L.P., set forth in Alliance
Capital Management L.P.'s Form ADV filed with the
Securities and Exchange Commission on April 21,
1988 (File No. 801-32361) and amended through the
date hereof, is incorporated by reference.
Item 27. Principal Underwriters
(a) Alliance Fund Distributors, Inc., the Registrant's
Principal Underwriter in connection with the sale
of shares of the Registrant. Alliance Fund
Distributors, Inc. also acts as Principal
Underwriter or Distributor for the following
investment companies:
AFD Exchange Reserves
Alliance All-Asia Investment Fund, Inc.
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Alliance Balanced Shares, Inc.
Alliance Bond Fund, Inc.
Alliance Capital Reserves
Alliance Global Dollar Government Fund, Inc.
Alliance Global Environment Fund, Inc.
Alliance Global Small Cap Fund, Inc.
Alliance Global Strategic Income Trust, Inc.
Alliance Government Reserves
Alliance Greater China '97 Fund, Inc.
Alliance Growth and Income Fund, Inc.
Alliance High Yield Fund, Inc.
Alliance Institutional Funds, Inc.
Alliance Institutional Reserves, Inc.
Alliance International Fund
Alliance International Premier Growth Fund, Inc.
Alliance Limited Maturity Government Fund, Inc.
Alliance Money Market Fund
Alliance Mortgage Securities Income Fund, Inc.
Alliance Multi-Market Strategy Trust, Inc.
Alliance Municipal Income Fund, Inc.
Alliance Municipal Income Fund II
Alliance Municipal Trust
Alliance New Europe Fund, Inc.
Alliance North American Government Income Trust, Inc.
Alliance Premier Growth Fund, Inc.
Alliance Quasar Fund, Inc.
Alliance Real Estate Investment Fund, Inc.
Alliance Select Investor Series, Inc.
Alliance Technology Fund, Inc.
Alliance Utility Income Fund, Inc.
Alliance Variable Products Series Fund, Inc.
Alliance Worldwide Privatization Fund, Inc.
The Alliance Fund, Inc.
The Alliance Portfolios
(b) The following are the Directors and Officers of
Alliance Fund Distributors, Inc., the principal
place of business of which is 1345 Avenue of the
Americas, New York, New York, 10105.
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME UNDERWRITER REGISTRANT
Michael J. Laughlin Director and Chairman
John D. Carifa Director
Robert L. Errico Director and President
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Geoffrey L. Hyde Director and Senior
Vice President
Dave H. Williams Director
David Conine Executive Vice President
Richard K. Saccullo Executive Vice President
Edmund P. Bergan, Jr. Senior Vice President, Secretary
General Counsel and
Secretary
Richard A. Davies Senior Vice President
and Managing Director
Robert H. Joseph, Jr. Senior Vice President
and Chief Financial Officer
Anne S. Drennan Senior Vice President
and Treasurer
Benji A. Baer Senior Vice President
Karen J. Bullot Senior Vice President
John R. Carl Senior Vice President
James S. Comforti Senior Vice President
James L. Cronin Senior Vice President
Daniel J. Dart Senior Vice President
Byron M. Davis Senior Vice President
Mark J. Dunbar Senior Vice President
Donald N. Fritts Senior Vice President
Bradley F. Hanson Senior Vice President
George H. Keith Senior Vice President
Richard E. Khaleel Senior Vice President
Stephen R. Laut Senior Vice President
Susan L. Matteson-King Senior Vice President
Daniel D. McGinley Senior Vice President
C-15
<PAGE>
Antonios G. Poleondakis Senior Vice President
Robert E. Powers Senior Vice President
Kevin A. Rowell Senior Vice President
Raymond S. Sclafani Senior Vice President
Gregory K. Shannahan Senior Vice President
Joseph F. Sumanski Senior Vice President
Peter J. Szabo Senior Vice President
William C. White Senior Vice President
Nicholas K. Willett Senior Vice President
Richard A. Winge Senior Vice President
Gerard J. Friscia Vice President and
Controller
Ricardo Arreola Vice President
Kenneth F. Barkoff Vice President
Charles M. Barrett Vice President
Casimir F. Bolanowski Vice President
Robert F. Brendli Vice President
Christopher L. Butts Vice President
Timothy W. Call Vice President
Jonathan W. Cangalosi Vice President
Kevin T. Cannon Vice President
William W. Collins, Jr. Vice President
Leo H. Cook Vice President
Russell R. Corby Vice President
John W. Cronin Vice President
Richard W. Dabney Vice President
C-16
<PAGE>
Stephen J. Demetrovits Vice President
John F. Dolan Vice President
Richard P. Dyson Vice President
John C. Endahl Vice President
John E. English Vice President
Sohaila S. Farsheed Vice President
Shawn C. Gage Vice President
Joseph C. Gallagher Vice President
Andrew L. Gangolf Vice President and Assistant
Assistant General Secretary
Counsel
Alex G. Garcia Vice President
Mark D. Gersten Vice President Treasurer and
Chief
Financial
Officer
John Grambone Vice President
Charles M. Greenberg Vice President
Alan Halfenger Vice President
William B. Hanigan Vice President
Michael S. Hart Vice President
Scott F. Heyer Vice President
Timothy A. Hill Vice President
Brian R. Hoegee Vice President
George R. Hrabovsky Vice President
Valerie J. Hugo Vice President
Michael J. Hutten Vice President
Scott Hutton Vice President
C-17
<PAGE>
Oscar J. Isoba Vice President
Richard D. Keppler Vice President
Richard D. Kozlowski Vice President
Donna M. Lamback Vice President
P. Dean Lampe Vice President
Nicholas J. Lapi Vice President
Henry Michael Lesmeister Vice President
Eric L. Levinson Vice President
James M. Liptrot Vice President
James P. Luisi Vice President
Jerry W. Lynn Vice President
Michael F. Mahoney Vice President
Shawn P. McClain Vice President
David L. McGuire Vice President
Jeffrey P. Mellas Vice President
Thomas F. Monnerat Vice President
Timothy S. Mulloy Vice President
Joanna D. Murray Vice President
Michael F. Nash, Jr. Vice President
Nicole Nolan-Koester Vice President
Daniel A. Notto Vice President
Peter J. O'Brien Vice President
John C. O'Connell Vice President
John J. O'Connor Vice President
Christopher W. Olson Vice President
Richard J. Olszewski Vice President
C-18
<PAGE>
Catherine N. Peterson Vice President
James J. Posch Vice President
Domenick Pugliese Vice President and Assistant
Assistant General Secretary
Counsel
Bruce W. Reitz Vice President
Karen C. Satterberg Vice President
John P. Schmidt Vice President
Robert C. Schultz Vice President
Richard J. Sidell Vice President
Clara Sierra Vice President
Teris A. Sinclair Vice President
Scott C. Sipple Vice President
Martine H. Stansbery, Jr. Vice President
Vincent T. Strangio Vice President
Andrew D. Strauss Vice President
Michael J. Tobin Vice President
Joseph T. Tocyloski Vice President
Benjamin H. Travers Vice President
David R. Turnbough Vice President
Martha D. Volcker Vice President
Patrick E. Walsh Vice President
Mark E. Westmoreland Vice President
David E. Willis Vice President
Emilie D. Wrapp Vice President and Assistant
Assistant General Secretary
Counsel
C-19
<PAGE>
Michael W. Alexander Assistant Vice
President
Richard J. Appaluccio Assistant Vice
President
Paul G. Bishop Assistant Vice
President
John M. Capeci Assistant Vice
President
Maria L. Carreras Assistant Vice
President
John P. Chase Assistant Vice
President
Jean A. Coomber Assistant Vice
President
Terri J. Daly Assistant Vice
President
Ralph A. DiMeglio Assistant Vice
President
Faith C. Deutsch Assistant Vice
President
Timothy J. Donegan Assistant Vice
President
Adam E. Engelhardt Assistant Vice
President
Duff C. Ferguson Assistant Vice
President
Michele Grossman Assistant Vice
President
Theresa Iosca Assistant Vice
President
Erik A. Jorgensen Assistant Vice
President
C-20
<PAGE>
Eric G. Kalender Assistant Vice
President
Edward W. Kelly Assistant Vice
President
Victor Kopelakis Assistant Vice
President
Evamarie C. Lombardo Assistant Vice
President
Kristine J. Luisi Assistant Vice
President
Kathryn Austin Masters Assistant Vice
President
Richard F. Meier Assistant Vice
President
Rizwan A. Raja Assistant Vice
President
Carol H. Rappa Assistant Vice
President
Mark V. Spina Assistant Vice
President
Gayle S. Stamer Assistant Vice
President
Eileen Stauber Assistant Vice
President
Margaret M. Tompkins Assistant Vice
President
Marie R. Vogel Assistant Vice
President
John Wilkens Assistant Vice
President
Wesley S. Williams Assistant Vice
President
C-21
<PAGE>
Matthew Witschel Assistant Vice
President
David M. Wolf Assistant Vice
President
Christopher J. Zingaro Assistant Vice
President
Mark R. Manley Assistant Secretary
(c) Not applicable.
ITEM 28. Location of Accounts and Records.
The accounts, books and other documents required to
be maintained by Section 31(a) of the Investment Company Act
of 1940 and the Rules thereunder are maintained as follows:
journals, ledgers, securities records and other original
records are maintained principally at the offices of
Alliance Fund Services, Inc. 500 Plaza Drive, Secaucus, New
Jersey 07094 and at the offices of State Street Bank and
Trust Company, the Registrant's Custodian, 225 Franklin
Street, Boston, Massachusetts 02110. All other records so
required to be maintained are maintained at the offices of
Alliance Capital Management L.P., 1345 Avenue of the
Americas, New York, New York 10105.
ITEM 29. Management Services.
Not applicable.
ITEM 30. Undertakings.
Subject to the terms and conditions of Section
15(d) of the Securities Exchange Act of 1934, the
undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and
periodic information, documents and reports as may be
prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority
conferred in that section.
The Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders, upon
request and without charge.
C-22
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act
of 1933, as amended, and the Investment Company Act of 1940,
as amended, the Registrant has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
York and State of New York on the 25th day of June, 1999.
ACM INSTITUTIONAL RESERVES, INC.
By /s/ John D. Carifa
___________________________
John D. Carifa
Chairman
Pursuant to the requirements of the Securities Act
of l933, as amended, this Amendment to the Registration
Statement has been signed below by the following persons in
the capacities and on the date indicated:
Signature Title Date
1) Principal
Executive Officer
/s/ John D. Carifa Chairman June 25, 1999
_____________________
John D. Carifa
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer June 25, 1999
_____________________ and Chief
Mark D. Gersten Financial
Officer
All of the Directors:
____________________
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Donald J. Robinson
C-23
<PAGE>
By: /s/ Edmund P. Bergan, Jr. June 25, 1999
_______________________
(Attorney-in-Fact)
C-24
<PAGE>
Index to Exhibits
None.
C-25
00250072.AU3
