Exhibit (e)(4)
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
and March 1, 2005, between ALLIANCEBERNSTEIN MID-CAP GROWTH FUND, INC. (formerly
The Alliance 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 July 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 Fund's Directors 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 Fund's Directors 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 or
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, on any August 1,
commencing August 1, 1993, on written notice given not less than sixty
days prior to such August 1 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.
ALLIANCEBERNSTElN MID-CAP GROWTH 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
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President &
Assistant General Counsel
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxx Xxxxxx
--------------------
Name: Xxxx Xxxxxx
Title: Secretary
