FORM OF
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of March 1, 2005 to the Distribution Services
Agreement (the "Agreement") made as of December 6, 1999, as amended November 3,
2003, between ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND, INC.(formerly
Alliance Disciplined Value Fund, 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 K Common Stock and Class I Common Stock in addition to its shares of Class
A Common Stock, Class B Common Stock, Class C Common Stock,and Class R Common
Stock;
WHEREAS, the Underwriter is willing to act, and the Fund wishes to
appoint the Underwriter, as underwriter and distributor of the shares of Class K
Common Stock and Class I 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
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"), Class R
Common Stock (the "Class R shares"), Class K Common Stock (the "Class K
shares"), Class I Common Stock (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 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.
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 that will not exceed, on an annualized basis,
0.30% 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,
0.50% of the aggregate average daily net assets of the Fund attributable
to Class R shares and 0.25% of the aggregate average daily net assets of
the Fund attributable to Class K shares. 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, Class R shares
and Class K 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 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, Class R shares and Class K 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, Class R shares and Class K 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 FOCUSED GROWTH & INCOME FUND, INC.
By: __________________________
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.
By: __________________________
Name:
Title:
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By: __________________________
Name:
Title:
00250.0442 #546947
