ADVISORY AGREEMENT
ALLIANCE SELECT INVESTOR SERIES, INC.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 26, 1998
as amended February 29, 2000
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Alliance 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.
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(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
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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).
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3. 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.
4. 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
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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.
5. 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 August 1999 and for
each succeeding month, the Premier Basic Fee shall be a monthly
fee equal to 1/12th of 1.10% (1.10% on an annualized basis) of
the average daily net assets of the Premier Portfolio. The
performance period for each such month shall be from August 1998
through the current calendar month, until this agreement has been
in effect for 36 full calendar months, when it shall become a
rolling 36-month period ending with the current calendar month.
The Premier Basic Fee for each such month shall be (i) increased
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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 1.40%;
and the minimum monthly fee, as adjusted, may not be less than
1/12th of .80%.
(b) For the period from August 1, 1998 through July 31,
1999, you will receive a minimum fee (the "Premier Minimum Fee"),
payable monthly, equal to .80%, annualized, of the average of the
net assets of the Premier Portfolio for each day included in such
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annual period. The performance period relating to such annual
period will be from August 1, 1998 through July 31, 1999. The
fee receivable by you for such annual period may be increased to
1.40% from the Premier Minimum Fee. The increase, if any, will
be equal to the difference between (i) the Premier Basic Fee as
adjusted for such annual period in accordance with the preceding
paragraph and (ii) the Premier Minimum Fee. The maximum increase
in the Premier Minimum Fee for such annual period may not exceed
.60%, with the rate of any increase being applied on an
annualized basis. You will receive the Premier Minimum Fee for
any period prior to August 1, 1998.
(c) 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
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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 (c) 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.
(d) 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
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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.
(e) 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.
(f) 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.
6. 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.
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(a) Beginning with the month of April 2001 and for each
succeeding month, the Technology Basic Fee shall be a monthly fee
equal to 1/12th of 1.50% (1.50% on an annualized basis) of the
average daily net assets of the Technology Portfolio. The
performance period for each such month shall be from April 1,
2000 through the current calendar month, until this Agreement has
been in effect for 36 full calendar months, when it shall become
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 .125% 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 .125% 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
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period. The maximum performance adjustment for any month may not
exceed 1/12th of 1.00%; the maximum monthly fee, as adjusted, may
not exceed 1/12th of 2.50%; and the minimum monthly fee, as
adjusted, may not be less than 1/12th of .50%.
(b) For the period from April 1, 2000 through March 31,
2001, you will receive a minimum fee (the "Technology Minimum
Fee"), payable monthly, equal to .50%, annualized, of the average
of the net assets of the Technology Portfolio for each day
included in such annual period. The performance period relating
to such annual period will be from April 1, 2000 through March
31, 2001. The fee receivable by you for such annual period may
be increased to 2.50% from the Technology Minimum Fee. The
increase, if any, will be equal to the difference between (i) the
Technology Basic Fee as adjusted for such annual period in
accordance with the preceding paragraph and (ii) the Technology
Minimum Fee. The maximum increase in the Technology Minimum Fee
for such annual period may not exceed 2.00%, with the rate of any
increase being applied on an annualized basis. You will receive
the Technology Minimum Fee for any period prior to April 1, 2000.
(c) 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
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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 (c) 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
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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.
(d) 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.
(e) 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.
(f) 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.
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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 and February 28, 2001 with
respect to the Technology 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
15
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
16
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
term "Alliance." 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 term "Alliance" 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.
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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,
ALLIANCE SELECT INVESTOR
SERIES, INC.
/s/ Xxxxxx X. Xxxxxx, Xx.
By__________________________
Agreed to and accepted
June 26, 1998 as amended February 29, 2000.
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
/s/ Xxxx X. Xxxxxx
By_______________________________
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00250247.AA7
