AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made this 17th day of July, 1996 between THE
ALLIANCE PORTFOLIOS, a Massachusetts business trust (the "Fund"),
and ALLIANCE FUND DISTRIBUTORS INC., a Delaware corporation (the
"Underwriter").
WITNESSETH:
WHEREAS, the Fund and the Underwriter wish to amend the
Distribution Services Agreement dated as of August 2, 1993 (the
"Agreement") in the manner set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. Section 1 and the first full
paragraph of Section 4(a) of the Agreement are hereby amended and
restated to read as follows:
Section 1. Appointment of Underwriter. The Fund
hereby appoints the Underwriter as the principal underwriter
and distributor of the Fund to sell 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"), and shares of such other class or classes as
the Fund and the Underwriter shall from time to time mutually
agree shall become subject to the Agreement ("New shares"),
(the Class A shares, Class B shares, Class C shares, Advisor
Class shares, and 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.
Section 4(a). Any of the outstanding shares may be
tendered for redemption at any time, and the Fund agrees to
redeem or repurchase the shares so tendered in accordance
with its obligations as set forth in its [constituent
document] and in accordance with the applicable provisions
set forth in the Prospectus and Statement of Additional
Information. The price to be paid to redeem or repurchase
the shares shall be equal to the net asset value calculated
in accordance with the provisions of Section 3(c) hereof,
less any applicable sales charge. All payments by the Fund
hereunder shall be made in the manner set forth below. The
redemption or repurchase by the Fund of any of the Class A
shares purchased by or through the Underwriter will not
effect the initial sales charge secured by the Underwriter or
any selected dealer or compensation paid to any selected
agent (unless such selected dealer or selected agent has
otherwise agreed with the Underwriter), in the course of the
original sale, regardless of the length of the time period
between the purchase by an investor and his tendering for
redemption or repurchase.
2. Class References. Any and all references in the
Agreement to Class Y shares are hereby amended to read Advisor
Class shares.
3. No Other Changes. Except as provided herein, the
Agreement shall be unaffected hereby.
4. Notice. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of
the Trustees or shareholders individually but are binding only
upon the assets and property of each of the respective Funds.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to the Agreement.
THE ALLIANCE PORTFOLIOS
By:/s/ Xxxxxxx X. Xxxxxxxx
_______________________
Xxxxxxx X. Xxxxxxxx
ALLIANCE FUND DISTRIBUTORS INC.
By:/s/ Xxxxxx X. Xxxxxx, Xx.
_________________________
Xxxxxx X. Xxxxxx, Xx.
Accepted as of the date first written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By: /s/ XXXX X. XXXXXX
______________
Xxxx X. Xxxxxx
2
00250184.AR5
DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made as of August 2, 1993 between THE ALLIANCE
PORTFOLIOS, a Massachusetts business trust (the "Trust"), and
ALLIANCE FUND DISTRIBUTORS, INC., a Delaware corporation (the
"Underwriter").
WITNESSETH
WHEREAS, the Trust is registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"),
as an open-end management investment company and it is in the
interest of the Trust to offer its shares for sale continuously;
WHEREAS, the Underwriter is a securities firm engaged in
the business of selling shares of investment companies either
directly to purchasers or through other securities dealers;
WHEREAS, the Trust and the Underwriter wish to enter
into an agreement with each other with respect to the continuous
offering of the Trust's shares in order to promote the growth of
the Trust and facilitate the distribution of its shares;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Appointment of the Underwriter. The Trust
hereby appoints the Underwriter as the principal underwriter and
distributor of the Trust to sell to the public Class A shares,
Class B shares and Class C shares (the Class A shares, Class B
shares and Class C shares being collectively referred to herein
as the "shares") of each portfolio of the Trust represented by a
separate series (a "Fund") and hereby agrees during the term of
this Agreement to sell shares to the Underwriter upon the terms
and conditions herein set forth.
SECTION 2. Exclusive Nature of Duties. The Underwriter
shall be the exclusive representative of the Trust to act as
principal underwriter and distributor except that the rights
given under this Agreement to the Underwriter shall not apply to
shares issued in connection with (a) the merger or consolidation
of any other investment company with a Fund, (b) a Fund's
acquisition by purchase or otherwise of all or substantially all
of the assets or shares of any other investment company or (c)
the reinvestment in shares by a Fund's shareholders of dividends
or other distributions.
SECTION 3. Purchase of Shares from the Trust.
(a) The Underwriter shall have the right to buy from
the Trust the shares needed to fill unconditional orders for
shares of the Trust placed with the Underwriter by investors or
securities dealers, depository institutions or other financial
intermediaries acting as agent for their customers. The price
which the Underwriter shall pay for the shares so purchased from
the Trust shall be the net asset value, determined as set forth
in Section 3(d) hereof, used in determining the public offering
price on which such orders are based.
(b) The shares are to be resold by the Underwriter to
investors at a public offering price, as set forth in Section
3(c) hereof, or to securities dealers, depository institutions or
other financial intermediaries acting as agent for their
customers having agreements with the Underwriter upon the terms
and conditions set forth in Section 8 hereof.
(c) The public offering price of the shares, i.e., the
price per share at which the Underwriter or selected dealers or
selected agents (each as defined in Section 8(a) below) may sell
shares to the public, shall be the public offering price
determined in accordance with the then current Prospectus and
Statement of Additional Information of the Trust (the
"Prospectus" and "Statement of Additional Information,"
respectively) under the Securities Act of 1933, as amended (the
"Securities Act"), relating to such shares, but not to exceed the
net asset value at which the Underwriter is to purchase such
shares, plus, in the case of Class A shares, a front-end sales
charge equal to a specified percentage or percentages of the
public offering price of the Class A shares as set forth in the
Prospectus. Class A shares may be sold without such a sales
charge to certain classes of persons or in connection with
certain types of transactions as from time to time to set forth
in the Prospectus and Statement of Additional Information. All
payments to the Trust hereunder shall be made in the manner set
forth in Section 3(f) hereof.
(d) The net asset value of shares of the Trust shall be
determined by the Trust, or any agent of the Trust, as of the
close of regular trading on the New York Stock Exchange on each
business day in accordance with the method set forth in the
Prospectus and Statement of Additional Information and guidelines
established by the Trustees of the Trust.
(e) The Trust reserves the right to suspend the
offering of its shares at any time in the absolute discretion of
its Trustees.
(f) The Trust, or any agent of the Trust designated in
writing to the Underwriter by the Trust, shall be promptly
advised by the Underwriter of all purchase orders for shares
received by the Underwriter. Any order may be rejected by the
Trust. The Trust (or its agent) will confirm orders upon their
receipt, will make appropriate book entries and upon receipt by
2
the Trust (or its agent) of payment thereof, will deliver deposit
receipts or certificates for such shares pursuant to the
instructions of the Underwriter. Payment shall be made to the
Trust in New York Clearing House funds. The Underwriter agrees
to cause such payment and such instructions to be delivered
promptly to the Trust (or its agent).
SECTION 4. Repurchase or Redemption of Shares by the
Trust.
(a) Any of the outstanding shares may be tendered for
redemption at any time, and the Trust agrees to redeem or
repurchase the shares so tendered in accordance with its
obligations as set forth in Section 2 of Article VI of its
Agreement and Declaration of Trust and in accordance with the
applicable provisions set forth in the Prospectus and Statement
of Additional Information. The price to be paid to redeem or
repurchase the shares shall be equal to the net asset value
calculated in accordance with the provisions of Section 3(d)
hereof less, in the case of Class B shares, a deferred sales
charge as set forth from time to time in the Prospectus. Class B
shares that have been outstanding for a specified period of time
or purchased by certain classes of persons or in connection with
certain types of transactions may be redeemed without payment of
a deferred sales charge as from time to time set forth in the
Prospectus and Statement of Additional Information. All payments
by the Trust hereunder shall be made in the manner set forth
below. The redemption or repurchase by the Trust of any of the
Class A shares purchased by or through the Underwriter will not
affect the sales charge secured by the Underwriter or any
selected dealer or compensation paid to any selected agent
(unless such selected dealer or selected agent has otherwise
agreed with the Underwriter), in the course of the original sale,
regardless of the length of the time period between purchase by
an investor and his tendering for redemption or repurchase.
The Trust (or its agent) shall pay the total amount of
the redemption price and, except as may be otherwise required by
the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. (the "NASD") and any interpretations
thereof ("NASD rules and interpretations"), the deferred sales
charges, if any, as defined in the above paragraph, pursuant to
the instructions of the Underwriter in New York Clearing House
funds on or before the seventh business day subsequent to its
having received the notice of redemption in proper form.
(b) Redemption of shares of a Fund or payment by a Fund
may be suspended at times when the New York Stock Exchange is
closed, when trading thereon is closed, when trading thereon is
restricted, when an emergency exists as a result of which
disposal by such Fund of securities owned by it is not reasonably
3
practicable or it is not reasonably practicable for the Trust
fairly to determine the value of such Fund's net assets, or
during any other period when the Securities and Exchange
Commission, by order, so permits.
SECTION 5. Distribution Services Fees and Service
Fees.
(a) For its services as distributor of a Fund's Class A
shares, the Distributor shall also receive from the Fund a
service fee and a distribution services fee at the annual rates
of .25% and .05%, respectively, of a Fund's average daily net
assets attributable to its Class A shares, subject to the terms
and conditions set forth in the Distribution Plan attached as
Exhibit A hereto, as amended from time to time. For its services
as distributor of a Fund's Class B shares, the Distributor shall
also receive from the Fund a service fee and a distribution
services fee at the annual rates of .25% and .75%, respectively,
of a Fund's average daily net assets attributable to its Class B
shares, subject to the other terms and conditions set forth in
the Distribution Plan attached as Exhibit B hereto, as amended
from time to time. For its services as distributor of a Fund's
Class C shares, the Distributor shall receive from the Fund a
service fee and a distribution services fee at the annual rates
of .25% and .75%, respectively, of a Fund's average daily net
assets attributable to its Class C shares, subject to the other
terms and conditions set forth in the Distribution Plan attached
as Exhibit C hereto, as amended from time to time. The
respective service fees and distribution services fees applicable
to a Fund's Class A shares, Class B shares and Class C shares
shall be accrued daily and paid monthly.
SECTION 6. Duties of the Trust.
(a) The Trust shall furnish to the Underwriter copies
of all information, financial statements and other papers that
the Underwriter may reasonably request for use in connection with
the distribution of shares of the Trust, and this shall include
one certified copy, upon request by the Underwriter, of all
financial statements prepared for the Trust by independent public
accountants. The Trust shall make available to the Underwriter
such number of copies of the Prospectus as the Underwriter shall
reasonably request.
(b) The Trust shall register the shares under the
Securities Act, to the end that there will be available for sale
such number of shares of each Fund as the Underwriter reasonably
may be expected to sell.
(c) The Trust shall use its best efforts to qualify and
maintain the qualification of an appropriate number of shares of
4
each Fund under the securities laws of such states of the United
States or other jurisdictions as the Underwriter and the Trust
may approve. Any such qualification may be withheld, terminated
or withdrawn by the Trust at any time in its discretion. As
provided in Section 9(b) hereof, the expense of qualification and
maintenance of qualification shall be borne by the Trust. The
Underwriter shall furnish such information and other material
relating to its affairs and activities as may be required by the
Trust in connection with such qualification.
(d) The Trust will furnish, in reasonable quantities
upon request by the Underwriter, copies of annual and interim
reports of the Trust.
SECTION 7. Duties of the Underwriter.
(a) The Underwriter shall devote reasonable time and
effort to effect sales of shares of the Trust, but shall not be
obligated to sell any specific number of shares. The services of
the Underwriter to the Trust hereunder are not to be deemed
exclusive and nothing in this Agreement shall prevent the
Underwriter from entering into like arrangements with other
investment companies so long as the performance of its
obligations hereunder is not impaired thereby.
(b) In selling shares of the Trust, the Underwriter
shall use its best efforts in all material respects duly to
conform with the requirements of all federal and state laws
relating to the sale of such securities. Neither the
Underwriter, any selected dealer, any selected agent nor any
other person is authorized by the Trust to give any information
or to make any representations, other than those contained in the
Trust's Registration Statement (the "Registration Statement"), as
amended from time to time, under the Securities Act and the
Investment Company Act or the Prospectus and Statement of
Additional Information or any sales literature specifically
approved in writing by the Trust.
(c) The Underwriter shall adopt and follow procedures,
as approved by the officers of the Trust, for the confirmation of
sales to investors and selected dealers, the collection of
amounts payable by investors and selected dealers on such sales,
and the cancellation of unsettled transactions, as may be
necessary to comply with the requirements of the NASD, as such
requirements may from time to time exist.
SECTION 8. Selected Dealer and Agent Agreements.
(a) The Underwriter shall have the right to enter into
selected dealer agreements with securities dealers of its choice
("selected dealers") and selected agent agreements with
5
depository institutions and other financial intermediaries of its
choice ("selected agents") for the sale of shares and fix therein
the portion of the sales charge that may be allocated to the
selected dealers and selected agents; provided, that the Trust
shall approve the forms of agreements with selected dealers and
selected agents and the selected dealer and selected agent
compensation set forth therein and shall evidence such approval
by filing said forms and amendments thereto as exhibits to its
Registration Statement. Shares sold to selected dealers or
through selected agents shall be for resale by such selected
dealers and selected agents only at the public offering price set
forth in the Prospectus and Statement of Additional Information.
(b) Within the United States, the Underwriter shall
offer and sell shares only to such selected dealers as are
members in good standing of the NASD.
SECTION 9. Payment of Expenses.
(a) The Trust shall bear all costs and expenses of the
Trust, including fees and disbursements of its counsel and
auditors, in connection with the preparation and filing of its
Registration Statement and Prospectus and Statement of Additional
Information, and all amendments and supplements thereto, and
preparing and mailing annual and interim reports and proxy
materials to shareholders (including but not limited to the
expense of setting in type any such registration statements,
prospectuses, annual or interim reports or proxy materials).
(b) The Trust shall bear the cost of expenses of
qualification of shares for sale, and, if necessary or advisable
in connection therewith, of qualifying the Trust as an issuer or
as a broker or dealer, in such states of the United States or
other jurisdictions as shall be selected by the Trust and the
Underwriter pursuant to Section 6(c) hereof and the cost and
expenses payable to each such state or jurisdiction for
continuing qualification therein until the Trust decides to
discontinue such qualification pursuant to Section 6(c) hereof.
SECTION 10. Indemnification.
(a) The Trust agrees to indemnify, defend and hold the
Underwriter, and any person who controls the Underwriter within
the meaning of Section 15 of the Securities Act, free and
harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Underwriter or
any such controlling person may incur, under the Securities Act,
or under common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the
6
Trust's Registration Statement, Prospectus or Statement of
Additional Information in effect from time to time under the
Securities Act or arising out of or based upon any alleged
omission to state a material fact required to be stated in any
one thereof or necessary to make the statements in any one
thereof not misleading; provided, however, that in no event shall
anything herein contained be so construed as to protect the
Underwriter against any liability to the Trust or its security
holders to which the Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of the Underwriter's
reckless disregard of its obligations and duties under this
Agreement. The Trust's agreement to indemnify the Underwriter
and any such controlling person as aforesaid is expressly
conditioned upon the Trust's being notified of the commencement
of any action brought against the Underwriter or any such
controlling person, such notification to be given by letter or by
telegram addressed to the Trust at its principal office in New
York, New York, and sent to the Trust by the person against whom
such action is brought within ten days after the summons or other
first legal process shall have been served. The failure to so
notify the Trust of the commencement of any such action shall not
relieve the Trust from any liability which it may have to the
person against whom such action is brought by reason of any such
alleged untrue statement or omission otherwise than on account of
the indemnity agreement contained in this Section 10. The Trust
will be entitled to assume the defense of any suit brought to
enforce any such claim, and to retain counsel of good standing
chosen by the Trust and approved by the Underwriter. In the
event the Trust does not elect to assume the defense of any such
suit and retain counsel of good standing approved by the
Underwriter, the defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by any
of them, but in case the Trust does not elect to assume the
defense of any such suit, or in case the Underwriter does not
approve of counsel chosen by the Trust, the Trust will reimburse
the Underwriter or the controlling person or persons named as
defendant or defendants in such suit, for the fees and expenses
of any counsel retained by the Underwriter or such persons. The
indemnification agreement contained in this Section 10 shall
remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Underwriter or any
controlling person and shall survive the sale of any of the
Trust's shares made pursuant to subscriptions obtained by the
Underwriter. This agreement of indemnity will inure exclusively
to the benefit of the Underwriter, to the benefit of its
successors and assigns, and to the benefit of any controlling
persons and their successors and assigns. The Trust agrees
promptly to notify the Underwriter of the commencement of any
litigation or proceeding against the Trust in connection with the
issue and sale of any of its shares.
7
(b) The Underwriter agrees to indemnify, defend and
hold the Trust, its several officers and Trustees, and any person
who controls the Trust within the meaning of Section 15 of the
Securities Act, free and harmless from and against any and all
claims, demands, liabilities, and expenses (including the cost of
investigating or defending such claims, demands or liabilities
and any counsel fees incurred in connection therewith) which the
Trust, its officers or Trustees, or any such controlling person
may incur under the Securities Act or under common law or
otherwise, but only to the extent that such liability or expense
incurred by the Trust, its officers, Trustees or such controlling
person resulting from such claims or demands shall arise out of
or be based upon any alleged untrue statement of a material fact
contained in information furnished in writing by the Underwriter
or any affiliate thereof to the Trust for use in its Registration
Statement, Prospectus or Statement of Additional Information in
effect from time to time under the Securities Act, or shall arise
out of or be based upon any alleged omission to state a material
fact in connection with such information required to be stated in
the Registration Statement, Prospectus or Statement of Additional
Information or necessary to make such information not misleading.
The Underwriter's agreement to indemnify the Trust, its officers
and Trustees, and any such controlling person as aforesaid is
expressly conditioned upon the Underwriter being notified of the
commencement of any action brought against the Trust, its
officers or Trustees or any such controlling person, such
notification to be given by letter or telegram addressed to the
Underwriter at its principal office in New York, and sent to the
Underwriter by the person against whom such action is brought,
within ten days after the summons or other first legal process
shall have been served. The failure so to notify the Underwriter
of the commencement of any such action shall not relieve the
Underwriter from any liability which it may have to the Trust, to
its officers and Trustees, or to such controlling person by
reason of any such untrue statement or omission on the part of
the Underwriter otherwise than on account of the indemnity
agreement contained in this Section 10. The Underwriter shall
have a right to control the defense of such action, with counsel
of good standing of its own choosing, satisfactory to the Trust,
if such action is based solely upon such alleged misstatement or
omission on its part, and in any other event the Underwriter and
the Trust, and their officers and directors and Trustees, and
such controlling person shall each have the right to participate
in the defense or preparation of the defense of any such action.
The indemnification agreement contained in this Section 10 shall
remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Trust, its several
officers and Trustees or any controlling person and shall survive
the sale of any of the Trust's shares made pursuant to
subscriptions obtained by the Underwriter. This agreement of
indemnity will inure exclusively to the benefit of the Trust, to
8
the benefit of its successors and assigns, and to the benefit of
any of the Trust's officers, Trustees or controlling persons and
their successors and assigns. The Underwriter agrees promptly to
notify the Trust of the commencement of any litigation or
proceeding against the Underwriter in connection with the issue
and sale of any of the Trust's shares.
SECTION 11. Notification by the Trust.
The Trust agrees to advise the Underwriter immediately:
(a) of any request by the Securities and Exchange
Commission for amendments to the Trust's Registration
Statement, Prospectus or Statement of Additional
Information or for additional information,
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending the
effectiveness of the Trust's Registration Statement,
Prospectus or Statement of Additional Information or the
initiation of any proceeding for that purpose,
(c) of the happening of any material event which
makes untrue any statement made in the Trust's
Registration Statement, Prospectus or Statement of
Additional Information or which requires the making of a
change in any one thereof in order to make the
statements therein not misleading, and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to the Trust's
Registration Statement, Prospectus or Statement of
Additional Information which may from time to time be
filed with the Securities and Exchange commission under
the Securities Act.
SECTION 12. Term of Agreement.
(a) This Agreement shall become effective on the date
hereof and shall continue in effect until two years from the date
of its execution, and thereafter for successive twelve-month
periods with respect to each class and Fund; provided, however,
that such continuance is specifically approved at least annually
by the Trustees of the Trust or by vote of the holders of a
majority of the outstanding voting securities (as defined in the
Investment Company Act) of that class or Fund, and, in either
case, by a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons, as defined in
the Investment Company Act, of any such party (other than as
Trustees of the Trust) and who have no direct or indirect
financial interest in the operation of the Distribution Plans
9
referred to in Section 5 or any agreement related thereto;
provided further, however, that if the continuation of this
Agreement is not approved as to any class or Fund, the
Underwriter may continue to render to such class or Fund the
services described herein in the manner and to the extent
permitted by the Investment Company Act and the rules and
regulations thereunder. Upon effectiveness of this Agreement, it
shall supersede all previous agreements between the parties
hereto covering the subject matter hereof. This Agreement may be
terminated (i) by the Trust with respect to any class or Fund at
any time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities (as so defined) of
such class or Fund, or by a vote of a majority of the Trustees of
the Trust who are not interested persons, as defined in the
Investment Company Act, of the Trust (other than as Trustees of
the Trust) and have no direct or indirect financial interest in
the operation of the Distribution Plans referred to in Section 5
or any agreement related thereto, in any such event on sixty
days' written notice to the Underwriter, or (ii) by the
Underwriter with respect to any class or Fund on sixty days'
written notice to the Trust.
(b) This Agreement may be amended at any time with the
approval of the Trustees of the Trust, provided that any material
amendments of the terms hereof will become effective only upon
approval as provided in the first proviso of the first sentence
of Section 12(a) hereof.
SECTION 13. No Assignment. This Agreement may not be
transferred, assigned, sold or in any manner hypothecated or
pledged by either party hereto and this Agreement shall terminate
automatically in the event of any such transfer, assignment,
sale, hypothecation or pledge. The terms "transfer",
"assignment", and "sale" as used in this paragraph shall have the
meanings ascribed thereto by governing law and any interpretation
thereof contained in rules or regulations promulgated by the
Securities and Exchange Commission thereunder.
SECTION 14. Notices. Any notice required or permitted
to be given hereunder by either party to the other shall be
deemed sufficiently given if sent by registered mail, postage
prepaid, addressed by the party giving such notice to the other
party at the last address furnished by such other party to the
party giving notice, and unless and until changed pursuant to the
foregoing provisions hereof addressed to the Trust or the
Underwriter.
SECTION 15. Governing Law. The provisions of this
Agreement shall be, to the extent applicable, construed and
interpreted in accordance with the laws of the State of New York.
10
SECTION 16. Notice. A copy of the Agreement and
Declaration of Trust of the Trust is on file with the Secretary
of State of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that
the obligations of or arising out of this instrument are not
binding upon any of the Trustees or shareholders individually but
are binding only upon the assets and property of each of the
respective Funds.
SECTION 17. Separate Agreements. The Trust, on behalf
of each Fund, shall be deemed to have entered into a wholly
separate Agreement relating exclusively to each such Fund. Any
amendment to or termination of this Agreement explicitly relating
to one or more Funds shall have no affect on, and shall not be
considered to amend or terminate this Agreement with respect to,
any other Fund.
IN WITNESS WHEREOF, the parties have executed this
Agreement.
THE ALLIANCE PORTFOLIOS
By:/s/ XXXXXXX X. XXXXXXXX
_________________________
XXXXXXX X. XXXXXXXX
ALLIANCE FUND DISTRIBUTORS,
INC.
By:/s/ XXXX X. XXXXXX
_________________________
XXXX X. XXXXXX
11
00250184.AR5
