Exhibit (e)(2)
FORM OF
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of December 16, 2003 to the
Distribution Services Agreement (the "Agreement") made as of July
10, 2002 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 R Common Stock in addition to its Class A
shares, Class B shares, Class C shares and Advisor Class shares;
WHEREAS, the Underwriter is willing to act, and the
Fund wishes to appoint the Underwriter, as underwriter and
distributor of the Class R 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
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")
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 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 that will not exceed, on an annualized
basis, .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 and .50% of the
aggregate average daily net assets of the Portfolio
attributable to Class R 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 the Fund, 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 and Class R
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 or Class R 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 and Class R 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 the 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:____________________________
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
MANAGEMENT, INC.
By:_____________________________
00250.0437 #449983