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ALLIANCE INSTITUTIONAL RESERVES, INC.
ARTICLES SUPPLEMENTARY
Alliance Institutional Reserves, Inc., a Maryland
corporation having its principal office in the City of Baltimore
(hereinafter called the "Corporation"), certifies that:
FIRST: The Board of Directors of the Corporation hereby
increases the aggregate number of shares of capital stock that
the Corporation has authority to issue by 15,000,000,000 shares
and classifies such additional shares as 5,000,000,000 shares of
Class A Common Stock of the California Portfolio, created hereby,
5,000,000,000 shares of Class B Common Stock of the California
Portfolio and 5,000,000,000 shares of Class C Common Stock of the
California Portfolio.
SECOND: The shares of Class A Common Stock, Class B
Common Stock and Class C Common Stock of the California Portfolio
as so classified by the Corporation's Board of Directors shall
have the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption set forth in Article FIFTH(3)
of the Corporation's Charter and shall be subject to all
provisions of the Charter relating to stock of the Corporation
generally, and those set forth as follows:
(1) The assets attributable to the Class A Common
Stock, Class B Common Stock and Class C Common Stock of
the California Portfolio shall be invested in the same
investment portfolio of the Corporation.
(2) The dividends and distributions of investment
income and capital gains with respect to the Class A
Common Stock, Class B Common Stock and Class C Common
Stock of the California Portfolio shall be in such
amounts, which may vary among the classes, as may be
declared from time to time by the Board of Directors of
the Corporation, and such dividends and distributions
may vary among the classes of the California Portfolio
to reflect differing allocations of the expenses of the
Corporation among the holders of the classes and any
resultant differences among the net asset values per
share of the classes, to such extent and for such
purposes as the Board of Directors of the Corporation
may deem appropriate. The allocation of investment
income, realized and unrealized capital gains and
losses, expenses and liabilities of the Corporation and
amounts distributable in the event of dissolution of the
Corporation or liquidation of the Corporation or the
California Portfolio among the various classes of the
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California Portfolio shall be determined by the Board of
Directors of the Corporation in a manner that is
consistent with the Investment Company Act of 1940, the
rules and regulations thereunder, and the
interpretations thereof, in each case as from time to
time amended, modified or superseded.
(3) Except as may otherwise be required by law
pursuant to any applicable order, rule or interpretation
issued by the Securities and Exchange Commission, or
otherwise, the holders of the Class A Common Stock,
Class B Common Stock and Class C Common Stock,
respectively, of the California Portfolio shall have
(i) exclusive voting rights with respect to any matter
submitted to a vote of stockholders that affects only
holders of the applicable class of the California
Portfolio and (ii) no voting rights with respect to any
other matter submitted to a vote of stockholders which
does not affect holders of the applicable class of the
California Portfolio.
THIRD: A. Immediately before the increase in
authorized capital stock provided for herein, the total number of
shares of stock of all classes which the Corporation had
authority to issue was 80,000,000,000 shares, the par value of
each class of stock being $.0005 per share, with an aggregate par
value of $40,000,000, classified as follows:
Name of Class A Class B Class C
Portfolio Common Stock Common Stock Common Stock Common Stock
Prime
Portfolio 10,000,000,000 15,000,000,000 5,000,000,000
Government
Portfolio 5,000,000,000 5,000,000,000 5,000,000,000
Tax-Free
Portfolio 5,000,000,000 5,000,000,000 5,000,000,000
Treasury
Portfolio 5,000,000,000 5,000,000,000 5,000,000,000
Trust
Portfolio 5,000,000,000
B. Immediately after the increase in authorized capital
stock provided for herein, the total number of shares of stock of
all classes which the Corporation has authority to issue is
95,000,000,000 shares, the par value of each class of stock being
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$.0005 per share, with an aggregate par value of $47,500,000,
classified as follows:
Name of Class A Class B Class C
Portfolio Common Stock Common Stock Common Stock Common Stock
Prime
Portfolio 10,000,000,000 15,000,000,000 5,000,000,000
Government
Portfolio 5,000,000,000 5,000,000,000 5,000,000,000
Tax-Free
Portfolio 5,000,000,000 5,000,000,000 5,000,000,000
Treasury
Portfolio 5,000,000,000 5,000,000,000 5,000,000,000
California
Portfolio 5,000,000,000 5,000,000,000 5,000,000,000
Trust
Portfolio 5,000,000,000
FOURTH: The Corporation is registered as an open-end
company under the Investment Company Act of 1940.
FIFTH: The total number of shares that the Corporation
has authority to issue has been increased by the Board of
Directors of the Corporation in accordance with Section 2-105(c)
of the Maryland General Corporation Law.
SIXTH: The shares aforesaid have been duly classified
by the Corporation's Board of Directors pursuant to authority and
power contained in the Corporation's Articles of Incorporation.
IN WITNESS WHEREOF, Alliance Institutional Reserves,
Inc. has caused these Articles Supplementary to be executed by
its Chairman of the Board of Directors and witnessed by its
Secretary as of this 6th day of November, 2000. The Chairman of
the Board of Directors of the Corporation who signed these
Articles Supplementary acknowledges them to be the act of the
Corporation and states under the penalties of perjury that, to
the best of his knowledge, information and belief, the matters
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and facts set forth herein relating to authorization and approval
hereof are true in all material respects.
ALLIANCE INSTITUTIONAL RESERVES, INC.
By: /s/ John D. Carifa
_______________________
John D. Carifa
Chairman of the Board of Directors
WITNESS:
/s/ Edmund P. Bergan, Jr.
_________________________
Edmund P. Bergan, Jr.
Secretary
00250072.BA6
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