Exhibit (e)(6)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of August 4, 2011 to the Distribution Services Agreement (the
"Agreement") made as of July 22, 1992, as amended April 30, 1993, July 19, 1996,
March 1, 2005 and June 14, 2006 between ALLIANCEBERNSTEIN CAP FUND, INC.
(formerly Alliance Quasar Fund, Inc.), a Maryland corporation (the "Fund"), and
ALLIANCEBERNSTEIN INVESTMENTS, 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 1 Common Stock and Class 2 Common Stock in addition to its shares of Class
A Common Stock, Class B Common Stock, Class C Common Stock, Advisor Class Common
Stock, Class R Common Stock, Class K Common Stock and Class I 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 1
Common Stock and Class 2 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
the Fund, which may be offered in one or more Portfolios (as defined
below) consisting of one or more classes, including 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"), Class 1 Common Stock (the "Class 1 shares"), Class 2
Common Stock (the "Class 2 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,
the Class 1 shares, the Class 2 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 with respect to each portfolio of the Fund
specified by the Fund's Directors (a "Portfolio") that will not exceed, on
an annualized basis, 0.30% of the aggregate average daily net assets of
the Portfolio attributable to the Class A shares, 1.00% of the aggregate
average daily net assets of the Portfolio attributable to the Class B
shares, 1.00% of the aggregate average daily net assets of the Portfolio
attributable to the Class C shares, 0.50% of the aggregate average daily
net assets of the Portfolio attributable to Class R shares, 0.25% of the
aggregate average daily net assets of the Portfolio attributable to Class
K shares and 0.25% of the aggregate average daily net assets of the
Portfolio attributable to Class 1 shares. With respect to each Portfolio,
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 each Portfolio, 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 each Portfolio'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 Portfolio attributable to each of the
Class A shares, Class B shares, Class C shares, Class R shares, Class K
shares and Class 1 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 a Portfolio's Class A shares
accrued by the Underwriter in one fiscal year of the Portfolio may not be
paid from distribution services fees received from the Portfolio in
respect of Class A shares in another fiscal year. Any expenses of
distribution of a Portfolio's Class B shares, Class C shares, Class R
shares, Class K shares or Class 1 shares accrued by the Underwriter in one
fiscal year of the Portfolio may be carried forward and paid from
distribution services fees received from the Portfolio in respect of such
class of shares in another fiscal year. No portion of the distribution
services fees received from a Portfolio 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 a Portfolio in respect of Class B shares,
Class C shares, Class R shares, Class K shares and Class 1 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 a Portfolio 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.
4. 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.
ALLIANCEBERNSTEIN CAP FUND, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By:
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Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
