Exhibit (e)(2)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of November 3, 2003 to the Distribution Services
Agreement (the "Agreement") made as of January 31, 2001 between
ALLIANCEBERNSTEIN TRUST, a Massachusetts business trust ( the "Trust") on behalf
of each of its series listed on Schedule I to the Agreement (each, a "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 Trust and the Underwriter are parties to the Agreement;
WHEREAS, the Trust has decided to sell to the public shares of its
Class R shares 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 Trust wishes to
appoint the Underwriter, as underwriter and distributor of the Class R shares of
the Trust;
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 Trust hereby appoints the Underwriter as the principal
underwriter and distributor of the Trust to sell to the public 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") and shares of such other class or classes as the Trust 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 Trust will pay to the Underwriter each month a
distribution services fee with respect to each Fund specified by the
Trust's Trustees that will not exceed, on an annualized basis, .30%
of the aggregate average daily net assets of the Fund attributable
to the Class A shares, 1.00% of the aggregate average daily net
assets of the Fund attributable to the Class B shares, 1.00% of the
aggregate average daily net assets of the Fund attributable to the
Class C shares and .50% of the aggregate average daily net assets of
the Fund attributable to Class R shares. With respect to each Fund,
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 the Fund'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 Fund 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) A 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 the Fund's
Class A shares accrued by the Underwriter in one fiscal year of the
Fund may not be paid from distribution services fees received from
the Fund in respect of Class A shares in another fiscal year. Any
expenses of distribution of the Fund's Class B shares, Class C
shares or Class R shares accrued by the Underwriter in one fiscal
year of the Fund may be carried forward and paid from distribution
services fees received from the Fund in respect of such class of
shares in another fiscal year. No portion of the distribution
services fees received from the Fund 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 the Fund 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 Fund 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 TRUST
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
Accepted as of date first written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By: _____________________
