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 July 22, 1992, as amended April 30, 1993 and July 16,
1996, between ALLIANCEBERNSTEIN MID-CAP GROWTH FUND, INC. (formerly The Alliance
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 R Common Stock, 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 Advisor Class 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 R
Common Stock, Class K Common Stock and Clogs 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"), Advisor Class Common
Stock (the "Advisor Class 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 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 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 MID-CAP GROWTH FUND, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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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
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Name: Xxxx X. Xxxxx
Title: Executive Vice President
