Exhibit (e)(12)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of August 9, 2013, to the Distribution Services Agreement (the
"Agreement") made as of July 22, 1992, as amended April 30, 1993, July 19, 1996,
March 1, 2005, June 14, 2006, and August 4, 2011 between ALLIANCEBERNSTEIN CAP
FUND, INC. (formerly Alliance Quasar Fund, Inc.), a Maryland corporation (the
"Fund"), and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly AllianceBernstein
Investment Research and Management, Inc. and Alliance Fund Distributors, Inc.),
a Delaware corporation (the "Underwriter"). Capitalized terms not defined herein
have the meaning set forth in the Agreement.
WITNESSETH
WHEREAS, the Fund and the Underwriter are parties to the Agreement;
WHEREAS, the Fund has decided to issue and sell to the public shares of
its Class Z Common Stock in addition to its Class 1 Common Stock, Class 2 Common
Stock, Class A Common Stock, Class B Common Stock, Class C Common Stock,
Advisor Class Common Stock, Class R Common Stock, Class K Common Stock and Class
I Common Stock;
WHEREAS, the Underwriter is willing to act, and the Fund wishes to
appoint the Underwriter, as underwriter and distributor of the Class Z Shares of
the Fund;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 1 of the Agreement is amended by deleting it in its entirety
and replacing it with the following:
SECTION 1. Appointment of Underwriter.
The Fund hereby appoints the Underwriter as the principal
underwriter and distributor of the Fund to sell to the public shares of
its Class A Common Stock (the "Class A shares"), Class B Common Stock
(the "Class B shares"), Class C Common Stock (the "Class C shares"),
Advisor Class Common Stock (the "Advisor Class shares") , Class R Common
Stock (the "Class R shares"), Class K Common Stock (the "Class K
shares"), Class I Common Stock (the "Class I shares"), Class 1 Common
Stock (the "Class 1 shares"), Class 2 common Stock (the "Class 2
shares"), and Class Z Common Stock (the "Class Z shares") and shares of
such other class or classes as the Fund and the Underwriter shall from
time to time mutually agree in writing shall become subject to this
Agreement (the "New shares"), (the Class A shares, Class B shares, Class
C shares, Advisor Class shares, Class R shares, Class K shares, Class I
shares, Class 1 shares, Class 2 shares, and Class Z shares and the New
shares shall be collectively referred to herein as the "shares") and
hereby agrees during the term of this Agreement to sell shares to the
Underwriter upon the terms and conditions set forth herein.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date first set forth above.
ALLIANCEBERNSTEIN CAP FUND, INC.
/s/ Xxxxxxx X. Xxxxxx
---------------------
By: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTMENTS, INC.
/s/ Xxxxxx Xxxxx
----------------
By: Xxxxxx Xxxxx
Title: Assistant Secretary
Accepted as of the date written above
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
