EX-2.1AGREEMENT between FEDERATED INVESTORS, INC., and ALLIANCE CAPITAL MANAGEMENT L.P.

Strategic Alliance Agreement

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This Strategic Alliance Agreement involves

FEDERATED INVESTORS, INC., | ALLIANCE CAPITAL MANAGEMENT L.P.

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Title: EX-2.1AGREEMENT between FEDERATED INVESTORS, INC., and ALLIANCE CAPITAL MANAGEMENT L.P.
Governing Law: New York Date: 11/8/2004
Industry: BROKER Law Firm: Reed Smith LLP Sector: FINANC

Search Strategic Alliance Agreement by:

Exhibit 2.1

Execution Copy

AGREEMENT

between

FEDERATED INVESTORS, INC.,

and

ALLIANCE CAPITAL MANAGEMENT L.P.

dated as of

October 28, 2004

TABLE OF CONTENTS

				Page

ARTICLE I	CERTAIN DEFINITIONS; CONSTRUCTION			5
	1.1.	Definitions		5
	1.2	Construction		24

ARTICLE II	PURCHASE AND SALE OF ASSETS; THE NEGATIVE CONSENT PROCESS; THE OFFSHORE REDEMPTION IN KIND PROCESS; THE REORGANIZATIONS			24
	2.1.	Sale and Purchase of the Acquired Assets		24
	2.2	Negative Consents, Offshore Redemptions in Kind and Interim Transfers		25
	2.3	The Reorganizations		26
	2.4	Assignment of the Deutsche Bank Agreements		26
	2.5	Payments		26
	2.6	Calculation of Assets for Payment Purposes		27
	2.7	Calculation of Transferred Assets for Purposes of Calculating Deferred Payments		28
	2.8	Clawback		33
	2.9	Allocation Among Acquired Assets		34
	2.10	Closing Dates		34
	2.11	Retained Alliance Liabilities and Retained Alliance Fund Liabilities		35
	2.12	Transfer of Transfer Agent Records		35

ARTICLE III	REPRESENTATIONS AND WARRANTIES OF ALLIANCE			36
	3.1	Representations and Warranties Regarding Alliance		36
		3.1.1	Organization and Qualification	36
		3.1.2	Authority	36
		3.1.3	No Violations	37
		3.1.4	Governmental/Regulatory Authorities; Stockholder Approval	37
		3.1.5	Litigation or Proceedings	37
		3.1.6	Regulatory Compliance	37
		3.1.7	No Undisclosed Liabilities	38

-i-

		3.1.8	Title and Sufficiency of Assets	38
		3.1.9	Intellectual Property	39
		3.1.10	Brokers and Finders	39
	3.2	Representations and Warranties Regarding the Domestic Alliance Funds		39
		3.2.1	Regulation of Each Domestic Alliance Fund	39
		3.2.2	No Convictions, Sanctions or Other Violations	39
		3.2.3	Regulatory Compliance	40
		3.2.4	Tax Qualification	40
		3.2.5	Taxes	40
		3.2.6	Changes	41
		3.2.7	Affiliate Contracts	41
		3.2.8	Third Party Contracts	41
		3.2.9	Litigation	42
	3.3	Representation and Warranties Regarding Each Offshore Alliance Fund		42
		3.3.1	Regulation of Each Offshore Alliance Fund	42
		3.3.2	Regulatory Compliance	42
		3.3.3	Tax Qualifications	42
		3.3.4	Taxes	43
		3.3.5	Changes	43
		3.3.6	Affiliate Contracts	44
		3.3.7	Third Party Contracts	44
		3.3.8	Litigation	44
		3.3.9	Non-U.S. Employees	44
	3.4	Representations and Warranties Regarding Insured Accounts		44
		3.4.1	Regulation of the Insured Accounts	44
		3.4.2	Regulatory Compliance	45
		3.4.3	Effectiveness; No Default	45

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF FEDERATED			45
	4.1	Representations and Warranties of Federated		45
		4.1.1	Incorporation and Qualification	45
		4.1.2	Authority	46
		4.1.3	No Violations	46
		4.1.4	Governmental/Regulatory Authorities	46
		4.1.5	Litigation or Proceedings	46

-ii-

		4.1.6	Regulatory Compliance	47
		4.1.7	Financial Ability	47
		4.1.8	Brokers and Finders	47
	4.2	Representations and Warranties Regarding Each Surviving Fund		47
		4.2.1	Regulation of Each Surviving Fund	48
		4.2.2	No Convictions, Sanctions or Other Violations	48
		4.2.3	Regulatory Compliance	48
		4.2.4	Tax Qualification	49
		4.2.5	Taxes	49
		4.2.6	Changes	49
		4.2.7	Litigation	49

ARTICLE V	COVENANTS AND AGREEMENTS			50
	5.1	Covenants With Respect to the Alliance Funds and Insured Accounts