FORM OF
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of December 16, 2004 to the
Distribution Services Agreement (the "Agreement") made as of July
10, 2002, as amended December 16, 2003 between ALLIANCEBERNSTEIN
BLENDED STYLE SERIES, INC., a Maryland corporation (the "Fund"),
and ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.
(formerly 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 sell to the public
shares of its Class K Common Stock and Class I Common Stock in
addition to its shares of Class A Common Stock, Class B Common
Stock, Class C Common Stock, Advisor Class Common Stock and Class
R Common Stock;
WHEREAS, the Underwriter is willing to act, and the
Fund wishes to appoint the Underwriter, as underwriter and
distributor of the shares of Class K Common Stock and Class I
Common Stock 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 the Underwriter.
The Fund hereby appoints the Underwriter as the
principal underwriter and distributor of the Fund to sell to
the public shares of the Fund, which may be offered in one
or more Portfolios consisting of one or more classes,
including 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") 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, the Class B shares, the Class C shares, the Advisor
Class shares, the Class R shares, the Class K shares, the
Class I shares and the New shares being 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 herein set forth.
2. Section 5(b) of the Agreement is amended by deleting
it in its entirety and replacing it with the following:
(b) Except as may be required by NASD rules and
interpretations, the Fund will pay to the Underwriter each
month a distribution services fee with respect to each
Portfolio of the Fund specified by the Fund's Directors that
will not exceed, on an annualized basis, 0.30% of the
aggregate average daily net assets of the Portfolio
attributable to the Class A shares, 1.00% of the aggregate
average daily net assets of the Portfolio attributable to
the Class B shares, 1.00% of the aggregate average daily net
assets of the Portfolio attributable to the Class C shares,
0.50% of the aggregate average daily net assets of the
Portfolio attributable to Class R shares and 0.25% of the
aggregate average daily net assets of the Portfolio
attributable to Class K shares. With respect to each
Portfolio, the distribution services fee will be used in its
entirety by the Underwriter to make payments (i) to
compensate broker-dealers or other persons for providing
distribution assistance, (ii) to otherwise promote the sale
of shares of each Portfolio, including payment for the
preparation, printing and distribution of prospectuses and
sales literature or other promotional activities, and (iii)
to compensate broker-dealers, depository institutions and
other financial intermediaries for providing administrative,
accounting and other services with respect to each
Portfolio's shareholders. A portion of the distribution
services fee that will not exceed, on an annualized basis,
.25% of the aggregate average daily net assets of the
Portfolio attributable to each of the Class A shares, Class
B shares, Class C shares, Class R shares and Class K shares
will constitute a service fee that will be used by the
Underwriter for personal service and/or the maintenance of
shareholder accounts within the meaning of NASD rules and
interpretations.
3. Section 5(f) of the Agreement is amended by deleting
it in its entirety and replacing it with the following:
(f) The Fund is not obligated to pay any distribution
expenses in excess of the distribution services fee
described above in Section 5(b) hereof. Any expenses of
distribution of a Portfolio's Class A shares accrued by the
Underwriter in one fiscal year of the Portfolio may not be
paid from distribution services fees received from the
Portfolio in respect of Class A shares in another fiscal
year. Any expenses of distribution of a Portfolio's Class B
shares, Class C shares, Class R shares or Class K shares
accrued by the Underwriter in one fiscal year of the
Portfolio may be carried forward and paid from distribution
services fees received from the Portfolio in respect of such
class of shares in another fiscal year. No portion of the
distribution services fees received from a Portfolio in
respect of Class A shares may be used to pay any interest
expense, carrying charges or other financing costs or
allocation of overhead of the Underwriter. The distribution
services fees received from a Portfolio in respect of Class
B shares, Class C shares, Class R shares and Class K shares
may be used to pay interest expenses, carrying charges and
other financing costs or allocation of overhead of the
Underwriter to the extent permitted by Securities and
Exchange Commission rules, regulations or Securities and
Exchange Commission staff no-action or interpretative
positions in effect from time to time. In the event this
Agreement is terminated by either party or is not continued
with respect to a class of shares as provided in Section 12
below: (i) no distribution services fees (other than current
amounts accrued but not yet paid) will be owed by the Fund
to the Underwriter with respect to that class, and (ii) the
Fund will not be obligated to pay the Underwriter for any
amounts expended hereunder not previously reimbursed by a
Portfolio from distribution services fees in respect of
shares of such class or recovered through deferred sales
charges. The distribution services fee of a particular class
may not be used to subsidize the sale of shares of any other
class.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement.
ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC.
By:
---------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
MANAGEMENT, INC.
By:
---------------------------
Name:
Title:
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By:
---------------------------
Name:
Title:
00250.0157 #539363
