Exhibit (e)(3)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of March 1, 2005 to the Distribution Services
Agreement (the "Agreement") made as of January 31, 2001, as amended November 3,
2003, 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 K shares and Class I shares in addition to its Class A shares, Class B
shares, Class C shares, Advisor Class shares and Class R shares;
WHEREAS, the Underwriter is willing to act, and the Trust wishes to
appoint the Underwriter, as underwriter and distributor of the Class K shares
and Class I 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
shares of its Class A shares (the "Class A shares"), Class B shares
(the "Class B shares"), Class C shIares (the "Class C shares"),
Advisor Class shares (the "Advisor Class shares"), Class R shares
(the "Class R shares"), Class K shares (the "Class K shares"), Class
I shares (the "Class I 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, 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 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, 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.
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, 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) 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, 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 TRUST
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President &
Managing Director
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By: /s/ Xxxx X. Xxxxx
-----------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
