Exhibit 3.5
AMENDMENT NO. 1
TO
AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
ALLIANCE CAPITAL MANAGEMENT
L.P.
THIS AMENDMENT NO. 1 (this
“Amendment”) to the Amended and Restated Agreement of
Limited Partnership of Alliance Capital Management L.P. (the
“Partnership”) dated as of October 29, 1999 (the
“Partnership Agreement”), is made and entered into as
of February 24, 2004. Capitalized terms used in this
Amendment that are not otherwise herein defined are used as defined
in the Partnership Agreement.
WHEREAS, Section 17.01(a) of the
Partnership Agreement provides that the General Partner may,
without the approval of any Partner or other Person, amend any
provision of the Partnership Agreement to reflect a change in the
name of the Partnership;
WHEREAS, Section 17.01(d) of the
Partnership Agreement provides that the General Partner may,
without the approval of any Partner or other Person, amend any
provision of the Partnership Agreement to reflect a change that the
General Partner in its sole discretion determines does not
adversely affect the Limited Partners in any material respect;
and
WHEREAS, Section 17.01(g) of the
Partnership Agreement provides that the General Partner may,
without the approval of any Partner or other Person, amend any
provision of the Partnership Agreement to reflect an amendment that
the General Partner in its sole discretion determines is necessary
or desirable to conform the provisions of the Partnership Agreement
to the provisions of the Alliance Holding Partnership
Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements of the parties herein contained
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
Amendments . (a) Section 2.01(b) of the Partnership
Agreement is hereby amended and restated in its entirety to read as
follows:
“(b) “
AllianceBernstein L.P. ” shall be the
