Exhibit (e)(5)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of June 14, 2006 to the Distribution Services
Agreement (the "Agreement") made as of July 22, 1992, as amended April 30, 1993,
July 16, 1996, November 3, 2003 and March 1, 2005, between ALLIANCEBERNSTEIN
GROWTH AND INCOME FUND, INC.(formerly Alliance Growth and Income 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 and the Underwriter wish to amend the Agreement in
the manner set forth herein;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 12(a) of the Agreement is amended by deleting it in its
entirety and replacing it with the following:
SECTION 12. Term of Agreement.
(a) This Agreement shall become effective on the date
hereof and shall continue in effect until October 31, 1993, and
continue in effect thereafter with respect to each class;
provided, however, that such continuance is specifically approved
at least annually by the Directors of the Fund or by vote of the
holders of a majority of the outstanding voting securities (as
defined in the Investment Company Act) of that class, and, in
either case, by a majority of the Directors of the Fund who are
not parties to this Agreement or interested persons, as defined in
the Investment Company Act, of any such party (other than as
directors of the Fund) and who have no direct or indirect
financial interest in the operation of the Plan or any agreement
related thereto; provided further, however, that if the
continuation of this Agreement is not approved as to a class or a
Portfolio, the Underwriter may continue to render to such class or
Portfolio the services described herein in the manner and to the
extent permitted by the 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 Fund with respect to any class or Portfolio
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 Portfolio, or by a vote of a majority of the
Directors of the Fund who are not interested persons, as defined
in the Investment Company Act, of the Fund (other than as
directors of the Fund) and have no direct and indirect financial
interest in the operation of the Plan or any agreement related
thereto, in any such event on sixty days' written notice to the
Underwriter; provided, however, that no such notice shall be
required if such termination is stated by the Fund to relate only
to Sections 5 and 16 hereof (in which event Sections 5 and 16
shall be deemed to have been severed herefrom and all other
provisions of this Agreement shall continue in full force and
effect), or (ii) by the Underwriter with respect to any Portfolio
on sixty days' written notice to the Fund.
2. No Other Changes. Except as provided herein, the Agreement shall
be unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Agreement.
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Assistant
General Counsel
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Secretary
