EXHIBIT 3.2
AGREEMENT OF LIMITED PARTNERSHIP
OF
ALLIANCE CAPITAL MANAGEMENT X.X. XX
This Agreement of Limited Partnership of Alliance Capital Management
X.X. XX (the "Agreement"), dated as of July 7, 1999, is entered into by and
between Alliance Capital Management Corporation, a Delaware corporation, as
the general partner (the "General Partner"), and Alliance Capital Management
L.P., a Delaware limited partnership, as a limited partner (the "Initial
Limited Partner").
WHEREAS, the General Partner and the Initial Limited Partner desire
to form and establish Alliance Capital Management X.X. XX pursuant to the
terms of this Agreement and the filing of a Certificate of Limited Partnership
with the Secretary of State of Delaware in accordance with the Delaware
Revised Uniform Limited Partnership Act (6 Del.C. ss.17-101, et seq.), as
amended from time to time (the "Act").
In consideration of the mutual covenants, conditions and agreements
herein contained, the parties hereby agree as follows:
1. Name. The name of the limited partnership is Alliance Capital
Management X.X. XX (the "Partnership").
2. Purpose. The purpose and nature of the business to be conducted
and promoted by the Partnership shall be to engage in any lawful act or
activity for which limited partnerships may be formed under the Act and to
engage in any and all activities necessary or incidental to the foregoing.
3. Registered Office. The registered office of the Partnership in the
State of Delaware is c/o The Corporation Service Company, 0000 Xxxxxx Xxxx,
Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent for
service of process on the Partnership in the State of Delaware is The
Corporation Service Company, 0000 Xxxxxx Xxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of
Xxx Xxxxxx, Xxxxxxxx 00000.
5. Partners. The names and the business addresses of the General
Partner and the Initial Limited Partner are as follows:
General Partner:
Alliance Capital Management Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Initial Limited Partner:
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
6. Powers. The powers of the General Partner include all powers,
statutory and otherwise, possessed by general partners under the laws of the
State of Delaware.
7. Capital Contributions. The partners of the Partnership have
contributed the following amounts, in cash, and no other property, to the
Partnership.
General Partner:
Alliance Capital Management Corporation $50
Initial Limited Partner:
Alliance Capital Management L.P. $50
8. Additional Contributions. No partner of the Partnership is
required to make any additional capital contribution to the Partnership.
9. Allocation of Profits and Losses. The Partnership's profits and
losses shall be allocated in proportion to the capital contributions of the
partners of the Partnership.
10. Distributions. Distributions shall be made to the partners of the
Partnership at the times and in the aggregate amounts determined by the
General Partner. Such distributions shall be allocated among the partners of
the Partnership in the same proportion as their then capital account balances.
11. Liability of Limited Partners. The Initial Limited Partner and
any additional or substitute limited partners shall not have any liability for
the obligations or liabilities of the Partnership except to the extent
provided in the Act.
2
12. Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of Delaware, all rights and remedies
being governed by said laws.
3
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, have duly executed this Agreement of Limited Partnership as of
the 7th day of July, 1999.
ALLIANCE CAPITAL MANAGEMENT
CORPORATION
By: /s/Xxxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Senior Vice President,
General Counsel and Secretary
ALLIANCE CAPITAL MANAGEMENT
L.P.
By: Alliance Capital Management
Corporation, General Partner
By: /s/Xxxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Senior Vice President,
General Counsel and Secretary
4
