Exhibit (h)(4)
EXPENSE LIMITATION AGREEMENT
ALLIANCE CAPITAL MANAGEMENT L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 21, 2000
ALLIANCE SELECT INVESTOR SERIES, INC.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Alliance Capital Management L.P. herewith confirms our
agreement with you as follows:
1. You are an open-end, non-diversified management
investment company registered under the Investment Company Act of
1940, as amended (the "Act"), and are authorized to issue shares
of separate series (portfolios), with each portfolio having its
own investment objective, policies and restrictions. You propose
to engage in the business of investing and reinvesting the assets
of each of your portfolios in accordance with applicable
limitations. Pursuant to an Advisory Agreement dated as of
July 13, 1998, as amended February 29, 2000, July 7, 2000 and
December 21, 2000 (the "Advisory Agreement"), you have employed
us to manage the investment and reinvestment of such assets.
2. We hereby agree that, notwithstanding any provision
to the contrary contained in the Advisory Agreement, we shall
limit as provided herein the aggregate expenses of every
character incurred by your Small Cap Growth Portfolio (the
"Portfolio"), including but not limited to the fees ("Advisory
Fees") payable to us pursuant to the Advisory Agreement (the
"Limitation"). Under the Limitation, we agree that, through
January 31, 2002, such expenses shall not exceed a percentage
(the "Percentage Expense Limitation") of the average daily net
assets of the Portfolio equal to, on an annualized basis, 3.25%
in the case of the Class A shares and 3.95% in the case of the
Class B shares and the Class C shares. To determine our
liability for the Portfolio's expenses in excess of the
Percentage Expense Limitation, the amount of allowable fiscal-
year-to-date expenses shall be computed daily by prorating the
Percentage Expense Limitation based on the number of days elapsed
within the fiscal year of the Portfolio, or limitation period, if
shorter (the "Prorated Limitation"). The Prorated Limitation
shall be compared to the expenses of the Portfolio recorded
through the current day in order to produce the allowable
expenses to be recorded for the current day (the "Allowable
Expenses"). If Advisory Fees and other expenses of the Portfolio
for the current day exceed the Allowable Expenses, Advisory Fees
for the current day shall be reduced by such excess ("Unaccrued
Fees"). In the event such excess exceeds the amount due as
Advisory Fees, we shall be responsible to the Portfolio for the
additional excess ("Other Expenses Exceeding Limit"). If
cumulative Unaccrued Fees or cumulative Other Expenses Exceeding
Limit remain at January 31, 2002, these amounts shall be paid to
us in the future, provided that (1) no such payment shall be made
to us after December 31, 2003, (2) such payment shall be made
only to the extent that it does not cause the Portfolio's
aggregate expenses, on an annualized basis, to exceed the
Percentage Expense Limitation, and (3) no such payment shall be
made to us to the extent that the aggregate of such payments
would exceed the amount of organizational and offering expenses
(as defined by the Financial Accounting Standards Board) recorded
by you for financial reporting purposes on or before January 31,
2002.
3. Nothing in this Agreement shall be construed as
preventing us from voluntarily limiting, waiving or reimbursing
your expenses outside the contours of this Agreement during any
time period before or after January 31, 2002; nor shall anything
herein be construed as requiring that we limit, waive or
reimburse any of your expenses incurred after January 31, 2002,
or, except as expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date
hereof and remain in effect until December 31, 2003. This
Agreement may be terminated by either party hereto at the end of
the Fund's fiscal year upon not less than 60 days' prior written
notice to the other party. Upon the termination or expiration
hereof, we shall have no claim against you for any amounts not
reimbursed to us pursuant to the provisions of paragraph 2.
5. 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 CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its general
partner
By/s/_________________________
Agreed to and accepted
as of the date first set forth above.
ALLIANCE SELECT INVESTOR SERIES, INC.
By/s/____________________________
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00250073.AZ2
