Exhibit (e)(9)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of September 23, 2009 to the Distribution Services
Agreement (the "Agreement") made as of December 6, 1999, as amended November 3,
2003 and March 1, 2005, between ALLIANCEBERNSTEIN FOCUSED GROWTH AND INCOME
FUND, INC., a Maryland corporation (the "Fund"), and ALLIANCEBERNSTEIN
INVESTMENTS, INC. (formerly, AllianceBernstein Investment Research and
Management, Inc. and prior thereto 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
Advisor Class shares in addition to its Class A shares, Class B shares, Class C
shares, Class R shares, Class K shares and Class I shares;
WHEREAS, the Underwriter is willing to act, and the Fund wishes to
appoint the Underwriter, as underwriter and distributor of the Advisor Class
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 the Underwriter.
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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 shares (the "Class A shares"), Class B shares (the "Class B
shares"), Class C shares (the "Class C shares"), Advisor Class shares (the
"Advisor Class shares"), Class R shares (the "Class R shares"), Class K
shares (the "Class K shares"), Class I shares (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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Agreement.
ALLIANCEBERNSTEIN FOCUSED GROWTH AND
INCOME FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
