ADVISORY AGREEMENT
ALLIANCEBERNSTEIN SELECT INVESTOR SERIES, INC.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 13, 1998
as amended February, 29, 2000,
July 7, 2000, December 21, 2000,
January 23, 2003 and September 7, 2004
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein Select Investor Series, Inc.
herewith confirms our agreement with you as follows:
1. We are an open-end, non-diversified management
investment company registered under the Investment
Company Act of 1940, as amended (the "Act"). We are
currently authorized to issue separate classes of
shares and our Directors are authorized to reclassify
and issue any unissued shares to any number of
additional classes or series (portfolios) each having
its own investment objective, policies and
restrictions, all as more fully described in the
prospectus and the statement of additional information
constituting parts of our Registration Statement on
Form N-1A filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act
of 1933, as amended, and the Act (the "Registration
Statement"). We propose to engage in the business of
investing and reinvesting the assets of each of our
portfolios in securities ("the portfolio assets") of
the type and in accordance with the limitations
specified in our Charter, By-Laws and Registration
Statement, and any representations made in our
prospectus and statement of additional information,
all in such manner and to such extent as may from time
to time be authorized by our Board of Directors. We
enclose copies of the documents listed above and will
from time to time furnish you with any amendments
thereof.
2. (a) We hereby employ you to manage the
investment and reinvestment of the portfolio assets as above
specified and, without limiting the generality of the foregoing,
to provide management and other services specified below.
(b) You will make decisions with respect to all
purchases and sales of the portfolio assets. To carry out such
decisions, you are hereby authorized, as our agent and attorney-
in-fact, for our account and at our risk and in our name, to
place orders for the investment and reinvestment of the
portfolio assets. In all purchases, sales and other
transactions in the portfolio assets you are authorized to
exercise full discretion and act for us in the same manner and
with the same force and effect as we might or could do with
respect to such purchases, sales or other transactions, as well
as with respect to all other things necessary or incidental to
the furtherance or conduct of such purchases, sales or other
transactions.
(c) You will report to our Board of Directors at
each meeting thereof all changes in the portfolio assets since
the prior report, and will also keep us in touch with important
developments affecting the portfolio assets and on your own
initiative will furnish us from time to time with such
information as you may believe appropriate for this purpose,
whether concerning the individual issuers whose securities are
included in the portfolio assets, the industries in which they
engage, or the conditions prevailing in the economy generally.
You will also furnish us with such statistical and analytical
information with respect to the portfolio assets as you may
believe appropriate or as we reasonably may request. In making
such purchases and sales of the portfolio assets, you will bear
in mind the policies set from time to time by our Board of
Directors as well as the limitations imposed by our Charter and
in our Registration Statement, in each case as amended from time
to time, the limitations in the Act and of the Internal Revenue
Code of 1986, as amended, in respect of regulated investment
companies and the investment objective, policies and practices,
including restrictions applicable to each of our portfolios.
(d) It is understood that you will from time to
time employ or associate with yourselves such persons as you
believe to be particularly fitted to assist you in the execution
of your duties hereunder, the cost of performance of such duties
to be borne and paid by you. No obligation may be incurred on
our behalf in any such respect. During the continuance of this
Agreement and at our request you will provide to us persons
satisfactory to our Board of Directors to serve as our officers.
You or your affiliates will also provide persons, who may be our
officers, to render such clerical, accounting and other services
to us as we may from time to time request of you. Such
personnel may be employees of you or your affiliates. We will
pay to you or your affiliates the cost of such personnel for
rendering such services to us, provided that all time devoted to
the investment or reinvestment of the portfolio assets shall be
for your account. Nothing contained herein shall be construed
to restrict our right to hire our own employees or to contract
for services to be performed by third parties. Furthermore, you
or your affiliates shall furnish us without charge with such
management supervision and assistance and such office facilities
as you may believe appropriate or as we may reasonably request
subject to the requirements of any regulatory authority to which
you may be subject. You or your affiliates shall also be
responsible for the payment of any expenses incurred in
promoting the sale of our shares (other than the portion of the
promotional expenses to be borne by us in accordance with an
effective plan pursuant to Rule 12b-1 under the Act and the
costs of printing our prospectuses and reports to shareholders
and fees related to registration with the Commission and with
state regulatory authorities).
2. We hereby confirm that we shall be responsible
and hereby assume the obligation for payment of all of our
expenses, including: (a) payment to you of the fee provided for
in paragraphs 5 and 6 below; (b) custody, transfer and dividend
disbursing expenses; (c) fees of directors who are not your
affiliated persons; (d) legal and auditing expenses; (e)
clerical, accounting and other office costs; (f) the cost of
personnel providing services to us, as provided in subparagraph
(d) of paragraph 2 above; (g) costs of printing our prospectuses
and shareholder reports; (h) cost of maintenance of our
corporate existence; (i) interest charges, taxes, brokerage fees
and commissions; (j) costs of stationery and supplies; (k)
expenses and fees related to registration and filing with the
Commission and with state regulatory authorities; and (l) such
promotional, shareholder servicing and other expenses as may be
contemplated by one or more effective plans pursuant to Rule
12b-1 under the Act or one or more duly approved and effective
non-Rule 12b-1 shareholder servicing plans, in each case
provided, however, that our payment of such promotional,
shareholder servicing and other expenses shall be in the
amounts, and in accordance with the procedures, set forth in
such plan or plans.
3. We shall expect of you, and you will give us the
benefit of, your best judgment and efforts in rendering these
services to us, and we agree as an inducement to your
undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event
whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, you
against any liability to us or to our security holders to which
you would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your duties
hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
4. In consideration of your services under this
Agreement we will pay you a fee, in the case of the Premier
Portfolio, comprised of a basic fee (the "Premier Basic Fee")
and an adjustment to the Premier Basic Fee based on the
investment performance of the Class A shares of the Premier
Portfolio in relation to the investment record of the Xxxxxxx
1000(R) Growth Index (the "Xxxxxxx Index"). Such fee shall be
calculated and payable as described below in this Paragraph 5.
(a) Beginning with the month of January 2004 and for
each succeeding month, the Premier Basic Fee shall be a monthly
fee equal to 1/12th of .75 of 1% of the first $2.5 billion (.75%
on an annualized basis) .65 of 1% of the excess over $2.5
billion up to $5 billion (.65% on an annualized basis) and .60
of 1% of the excess over $5 billion (.60% on an annualized
basis) of the average daily net assets of the Premier Portfolio.
The performance period for each such month shall be a rolling
36-month period ending with the current calendar month. The
Premier Basic Fee for each such month shall be (i) increased at
the rate of 1/12th of .05% for each percentage point in excess
of two, rounded to the nearer point (the higher point if exactly
one-half a point), that the investment performance of the Class
A shares of the Premier Portfolio for the performance period
then ended exceeds the percentage change in the investment
record of the Xxxxxxx Index for such performance period (up to a
maximum of eight percentage points), and (ii) decreased at the
rate of 1/12th of .05% for each percentage point in excess of
two, rounded to the nearer point (the higher point if exactly
one-half), that the percentage change in the investment record
of the Xxxxxxx Index exceeds the investment performance of the
Class A shares of the Premier Portfolio for such performance
period (up to a maximum of eight percentage points). Such
increase or decrease ("performance adjustment") will be applied
to the average of the net assets of the Premier Portfolio
determined as of the close of business on each business day
included in the applicable performance period. The maximum
performance adjustment for any month may not exceed 1/12th of
..30%; the maximum monthly fee, as adjusted, may not exceed
1/12th of 1.05%, 1/12th of .95% and 1/12th of .90% of the
Premier Basic Fee of .75%, .65% and .60%, respectively; and the
minimum monthly fee, as adjusted, may not be less than 1/12th of
..45%, 1/12th of .35% and 1/12th of .30%, for the Premier Basic
Fee of .75%, .65% and .60%, respectively.
(b) The investment performance of the Class A shares
of the Premier Portfolio for any period, expressed as a
percentage of the Premier Portfolio's net asset value per
Class A share at the beginning of such period, shall mean and be
the sum of: (i) the change in the Premier Portfolio's net asset
value per Class A share during such period; (ii) the value of
the Premier Portfolio's cash distributions per Class A share
accumulated to the end of such period; and (iii) the value of
capital gains taxes per Class A share of the Premier Portfolio
paid or payable on undistributed realized long-term capital
gains accumulated to the end of such period. For this purpose,
the value of distributions per Class A share of the Premier
Portfolio of realized capital gains, of dividends per Class A
share of the Premier Portfolio paid from investment income and
of capital gains taxes per Class A share of the Premier
Portfolio paid or payable on undistributed realized long-term
capital gains shall be treated as reinvested in Class A shares
of the Premier Portfolio at the net asset value per share in
effect at the close of business on the record date for the
payment of such distributions and dividends and the date on
which provision is made for such taxes, after giving effect to
such distributions, dividends and taxes. Notwithstanding any
provisions of this subparagraph (b) or of the other
subparagraphs of Paragraph 5 hereof to the contrary, the
investment performance of the Class A shares of the Premier
Portfolio for any period shall not include, and there shall be
excluded from the change in the Premier Portfolio's net asset
value per Class A share during such period and the value of the
Premier Portfolio's cash distributions per Class A share
accumulated to the end of such period shall be adjusted for, any
increase or decrease in the investment performance of the
Premier Portfolio for such period computed as set forth in the
preceding two sentences and resulting from the Fund's issuance,
sale, repurchase or redemption of any shares of Common Stock of
the Fund.
(c) The investment record of the Xxxxxxx Index for
any period, expressed as a percentage of the Xxxxxxx Index level
at the beginning of such period, shall mean and be the sum of
(i) the change in the level of the Xxxxxxx Index during
such period; and (ii) the value, computed consistently with the
Xxxxxxx Index, of cash distributions made by companies whose
securities comprise the Xxxxxxx Index accumulated to the end of
such period. For this purpose, cash distributions on the
securities which comprise the Xxxxxxx Index shall be treated as
reinvested in the Xxxxxxx Index at the end of each calendar
month following the payment of the dividend.
(d) Any calculation of the investment performance of
the Class A shares of the Premier Portfolio and the investment
record of the Xxxxxxx Index shall be in accordance with any then
applicable rules of the Commission.
(e) In the event of any termination of this
Agreement, the fee provided for in this Paragraph 5 shall be
calculated on the basis of a period ending on the last day on
which this Agreement is in effect, subject to a pro rata
adjustment based on the number of days elapsed in the current
period as a percentage of the total number of days in such
period.
5. In consideration of your services under this
Agreement, we will pay you a fee, in the case of the Technology
Portfolio, comprised of a basic fee (the "Technology Basic Fee")
and an adjustment to the Technology Basic Fee based on the
investment performance of the Class A shares of the Technology
Portfolio in relation to the investment record of the NASDAQ
Composite Index (the "NASDAQ Index"). Such fee shall be
calculated and payable as described below in this Paragraph 6.
(a) Beginning with the month of January 2004 and for
each succeeding month, the Technology Basic Fee shall be a
monthly fee equal to 1/12th of .75 of 1% of the first $2.5
billion (.75% on an annualized basis) .65 of 1% of the excess
over $2.5 billion up to $5 billion (.65% on an annualized basis)
and .60 of 1% of the excess over $5 billion (.60% on an
annualized basis) of the average daily net assets of the
Technology Portfolio. The performance period for each such
month shall be a rolling 36-month period ending with the current
calendar month. The Technology Basic Fee for each such month
shall be (i) increased at the rate of 1/12th of .09375% for each
percentage point, rounded to the nearer point (the higher point
if exactly one-half a point), that the investment performance of
the Class A shares of the Technology Portfolio for the
performance period then ended exceeds the percentage change in
the investment record of the NASDAQ Index for such performance
period (up to a maximum of eight percentage points), and
(ii) decreased at the rate of 1/12th of .09375% for each
percentage point, rounded to the nearer point (the
higher point if exactly one-half), that the percentage change in
the investment record of the NASDAQ Index exceeds the investment
performance of the Class A shares of the Technology Portfolio
for such performance period (up to a maximum of eight percentage
points). Such increase or decrease ("performance adjustment")
will be applied to the average of the net assets of the
Technology Portfolio determined as of the close of business on
each business day included in the applicable performance period.
The maximum performance adjustment for any month may not exceed
1/12th of .75%; the maximum monthly fee, as adjusted, may not
exceed 1/12th of 1.50%, 1/12th of 1.40% and 1/12th of 1.35%, for
the Technology Basic Fee of .75%, .65% and .60%, respectively;
and the minimum monthly fee, as adjusted, may not be less than
1/12th of 0%, 1/12th of -.10% and 1/12th of -.15%, for the
Technology Basic Fee of .75%, .65% and .60%, respectively.
(b) The investment performance of the Class A shares
of the Technology Portfolio for any period, expressed as a
percentage of the Technology Portfolio's net asset value per
Class A share at the beginning of such period, shall mean and be
the sum of: (i) the change in the Technology Portfolio's net
asset value per Class A share during such period; (ii) the
value of the Technology Portfolio's cash distributions per
Class A share accumulated to the end of such period; and
(iii) the value of capital gains taxes per Class A share of
the Technology Portfolio paid or payable on undistributed
realized long-term capital gains accumulated to the end of
such period. For this purpose, the value of distributions per
Class A share of the Technology Portfolio of realized capital
gains, of dividends per Class A share of the Technology
Portfolio paid from investment income and of capital gains
taxes per Class A share of the Technology Portfolio paid or
payable on undistributed realized long-term capital gains
shall be treated as reinvested in Class A shares of the
Technology Portfolio at the net asset value per share in
effect at the close of business on the record date for the
payment of such distributions and dividends and the date on
which provision is made for such taxes, after giving effect to
such distributions, dividends and taxes. Notwithstanding any
provisions of this subparagraph (b) or of the other
subparagraphs of Paragraph 6 hereof to the contrary, the
investment performance of the Class A shares of the Technology
Portfolio for any period shall not include, and there shall be
excluded from the change in the Technology Portfolio's net
asset value per Class A share during such period and the value
of the Technology Portfolio's cash distributions per Class A
share accumulated to the end of such period shall be adjusted
for, any increase or decrease in the investment performance of
the Technology Portfolio for such period computed as set forth
in the preceding two sentences and resulting from the Fund's
issuance, sale, repurchase or redemption of any shares of
Common Stock of the Fund.
(c) The investment record of the NASDAQ Index for any
period, expressed as a percentage of the NASDAQ Index level at
the beginning of such period, shall mean and be the sum of
(i) the change in the level of the NASDAQ Index during
such period; and (ii) the value, computed consistently with
the NASDAQ Index, of cash distributions made by companies
whose securities comprise the NASDAQ Index accumulated to the
end of such period. For this purpose, cash distributions on
the securities which comprise the NASDAQ Index shall be
treated as reinvested in the NASDAQ Index at the end of each
calendar month following the payment of the dividend.
(d) Any calculation of the investment performance of
the Class A shares of the Technology Portfolio and the
investment record of the NASDAQ Index shall be in accordance
with any then applicable rules of the Commission.
(e) In the event of any termination of this
Agreement, the fee provided for in this Paragraph 6 shall be
calculated on the basis of a period ending on the last day on
which this Agreement is in effect, subject to a pro rata
adjustment based on the number of days elapsed in the current
period as a percentage of the total number of days in such
period.
6. In consideration of your services under this
Agreement, we will pay you a fee, in the case of the
Biotechnology Portfolio, comprised of a basic fee (the
"Biotechnology Basic Fee") and an adjustment to the
Biotechnology Basic Fee based on the investment performance of
the Class A shares of the Biotechnology Portfolio in relation to
the investment record of the NASDAQ Biotechnology Index (the
"NASDAQ Biotech Index"). Such fee shall be calculated and
payable as described below in this Paragraph 7.
(a) Beginning with the month of January 2004 and for
each succeeding month, the Biotechnology Basic Fee shall be a
monthly fee equal to 1/12th of .75 of 1% of the first $2.5
billion (.75% on an annualized basis) .65 of 1% of the excess
over $2.5 billion up to $5 billion (.65% on an annualized basis)
and .60 of 1% of the excess over $5 billion (.60% on an
annualized basis) of the average daily net assets of the
Biotechnology Portfolio. The performance period for each such
month shall be a rolling 36-month period ending with the current
calendar month. The Biotechnology Basic Fee for each such month
shall be (i) increased at the rate of 1/12th of .0625% for each
percentage point, rounded to the nearer point (the higher point
if exactly one-half a point), that the investment performance of
the Class A shares of the Biotechnology Portfolio for the
performance period then ended exceeds the percentage change in
the investment record of the NASDAQ Biotech Index for such
performance period (up to a maximum of eight percentage points),
and (ii) decreased at the rate of 1/12th of .0625% for each
percentage point, rounded to the nearer point (the higher point
if exactly one-half), that the percentage change in the
investment record of the NASDAQ Biotech Index exceeds the
investment performance of the Class A shares of the
Biotechnology Portfolio for such performance period (up to a
maximum of eight percentage points). Such increase or decrease
("performance adjustment") will be applied to the average of the
net assets of the Biotechnology Portfolio determined as of the
close of business on each business day included in the
applicable performance period. The maximum performance
adjustment for any month may not exceed 1/12th of .50%; the
maximum monthly fee, as adjusted, may not exceed 1/12th of
1.25%, 1/12th of 1.15% and 1/12th of 1.10%, for the
Biotechnology Basic Fee of .75%, .65% and .60%, respectively;
and the minimum monthly fee, as adjusted, may not be less than
1/12th of .25%, 1/12th of .15% and 1/12th of .10%, for the
Biotechnology Basic Fee of .75%, .65% and .60%, respectively.
(b) The investment performance of the Class A shares
of the Biotechnology Portfolio for any period, expressed as a
percentage of the Biotechnology Portfolio's net asset value per
Class A share at the beginning of such period, shall mean and be
the sum of: (i) the change in the Biotechnology Portfolio's net
asset value per Class A share during such period; (ii) the
value of the Biotechnology Portfolio's cash distributions per
Class A share accumulated to the end of such period; and
(ii) the value of capital gains taxes per Class A share of
the Biotechnology Portfolio paid or payable on undistributed
realized long-term capital gains accumulated to the end of
such period. For this purpose, the value of distributions per
Class A share of the Biotechnology Portfolio of realized
capital gains, of dividends per Class A share of the
Biotechnology Portfolio paid from investment income and of
capital gains taxes per Class A share of the Biotechnology
Portfolio paid or payable on undistributed realized long-term
capital gains shall be treated as reinvested in Class A shares
of the Biotechnology Portfolio at the net asset value per
share in effect at the close of business on the record date
for the payment of such distributions and dividends and the
date on which provision is made for such taxes, after giving
effect to such distributions, dividends and taxes.
Notwithstanding any provisions of this subparagraph (b) or of
the other subparagraphs of Paragraph 7 hereof to the contrary,
the investment performance of the Class A shares of the
Biotechnology Portfolio for any period shall not include, and
there shall be excluded from the change in the Biotechnology
Portfolio's net asset value per Class A share during such
period and the value of the Biotechnology Portfolio's cash
distributions per Class A share accumulated to the end of such
period shall be adjusted for, any increase or decrease in the
investment performance of the Biotechnology Portfolio for such
period computed as set forth in the preceding two sentences
and resulting from the Fund's issuance, sale, repurchase or
redemption of any shares of Common Stock of the Fund.
(c) The investment record of the NASDAQ Biotech Index
for any period, expressed as a percentage of the NASDAQ Biotech
Index level at the beginning of such period, shall mean and be
the sum of (i) the change in the level of the NASDAQ Biotech
Index during such period; and (ii) the value, computed
consistently with the NASDAQ Biotech Index, of cash
distributions made by companies whose securities comprise the
NASDAQ Biotech Index accumulated to the end of such period. For
this purpose, cash distributions on the securities which
comprise the NASDAQ Biotech Index shall be treated as reinvested
in the NASDAQ Biotech Index at the end of each calendar month
following the payment of the dividend.
(d) Any calculation of the investment performance of
the Class A shares of the Biotechnology Portfolio and the
investment record of the NASDAQ Biotech Index shall be in
accordance with any then applicable rules of the Commission.
(e) In the event of any termination of this
Agreement, the fee provided for in this Paragraph 7 shall be
calculated on the basis of a period ending on the last day on
which this Agreement is in effect, subject to a pro rata
adjustment based on the number of days elapsed in the current
period as a percentage of the total number of days in such
period.
7. This Agreement shall become effective on the date
hereof and shall remain in effect until November 30, 1999 with
respect to the Premier Portfolio, February 28, 2001 with respect
to the Technology Portfolio and July 7, 2001 with respect to the
Biotechnology Portfolio and continue in effect thereafter with
respect to a portfolio only so long as its continuance with
respect to that portfolio is specifically approved at least
annually by our Board of Directors or by a vote of a majority of
the outstanding voting securities (as defined in the Act) of
such portfolio, and, in either case, by a vote, cast in person
at a meeting called for the purpose of voting on such approval,
of a majority of our Directors who are not parties to this
Agreement or interested persons, as defined in the Act, of any
party to this Agreement (other than as our Directors), and
provided further, however, that if the continuation of this
Agreement is not approved as to a portfolio, you may continue to
render to such portfolio the services described herein in the
manner and to the extent permitted by the Act and the rules and
regulations thereunder. Upon the effectiveness of this
Agreement, it shall supersede all previous agreements between us
covering the subject matter hereof. This Agreement may be
terminated with respect to any portfolio at any time, without
the payment of any penalty, by vote of a majority of the
outstanding voting securities (as defined in the Act) of such
portfolio, or by a vote of our Board of Directors on 60 days'
written notice to you, or by you with respect to any portfolio
on 60 days' written notice to us.
8. This Agreement shall not be amended as to any
portfolio unless such amendment is approved by vote, cast in
person at a meeting called for the purpose of voting on such
approval, of a majority of our Directors who are not parties to
this Agreement or interested persons, as defined in the Act, of
any party to this Agreement (other than as our Directors), and,
if required by law, by vote of a majority of the outstanding
voting securities (as defined in the Act) of such portfolio.
Shareholders of a portfolio not affected by any such amendment
shall have no right to participate in any such vote.
9. As to any particular portfolio, this Agreement
may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and, as to such portfolio, this
Agreement shall terminate automatically in the event of any such
transfer, assignment, sale, hypothecation or pledge by you. The
terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing
law and any interpretation thereof contained in rules or
regulations promulgated by the Commission thereunder.
10. (a) Except to the extent necessary to perform
your obligations hereunder, nothing herein shall be deemed to
limit or restrict your right, or the right of any of your
employees, or any of the officers or directors of Alliance
Capital Management Corporation, your general partner, who may
also be a Director, officer or employee of ours, or persons
otherwise affiliated with us (within the meaning of the Act), to
engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any
kind to any other trust, corporation, firm, individual or
association.
(b) You will notify us of any change in the general
partners of your partnership within a reasonable time after such
change.
11. If you cease to act as our investment adviser,
or, in any event, if you so request in writing, we agree to take
all necessary action to change our name to a name not including
the terms "Alliance," "Xxxxxxxxx" or "AllianceBernstein." You
may from time to time make available without charge to us for
our use such marks or symbols owned by you, including marks or
symbols containing the terms "Alliance," "Xxxxxxxxx" or
"AllianceBernstein" or any variation thereof, as you may
consider appropriate. Any such marks or symbols so made
available will remain your property and you shall have the
right, upon notice in writing, to require us to cease the use of
such xxxx or symbol at any time.
12. This Agreement shall be construed in accordance
with the laws of the State of New York, provided, however, that
nothing herein shall be construed as being inconsistent with the
Act.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
ALLIANCEBERNSTEIN SELECT INVESTOR
SERIES, INC.
By:
________________________
Xxxx X. Xxxxxx
Secretary
Agreed to and accepted
July 13, 1998 as amended February 29, 2000, July 7, 2000,
December 21, 2000, January 23, 2003 and September 7, 2004.
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By:
________________________
Xxxx X. Xxxxx
Executive Vice President
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