Exhibit (e)(2)(d)
AMENDMENT NO. 3 TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of December 17, 2003 to the Distribution Services
Agreement (the "Agreement") made as of February 1, 2002, between Xxxxxxx X.
Xxxxxxxxx Fund, Inc., a Maryland corporation (the "Fund") and AllianceBernstein
Investment Research and Management, 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 Short Duration Plus Portfolio and the International Portfolio,
each a series of the Fund, have decided to sell to the public shares of their
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 Class R Common Stock of
each of the Short Duration Plus Portfolio and the International Portfolio;
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 classes of shares in
the Portfolios listed on Schedule I hereto (collectively referred to as "Class A
shares," Class B shares," "Class C shares" and "Class R 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 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, .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 and .50% of the aggregate average daily net assets of the
Portfolio attributable to Class R 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 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 the 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 and Class R 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 Portfolio 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 or Class R shares accrued by the Underwriter in
one fiscal year of the Portfolio may be carried forward and paid from
distribution services fees received from a 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 and Class R 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 a Portfolio to the Underwriter with respect to that class, and
(ii) a Portfolio will not be obligated to pay the Underwriter for any amounts
expended hereunder not previously reimbursed by the 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement.
XXXXXXX X. XXXXXXXXX FUND, INC.
By: /s/ Xxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Aassistant General Counsel
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation
General Partner
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Acting
General Counsel
SCHEDULE I
New York Municipal Portfolio
AllianceBernstein Intermediate New York Municipal Class A shares
AllianceBernstein Intermediate New York Municipal Class B shares
AllianceBernstein Intermediate New York Municipal Class C shares
California Municipal Portfolio
AllianceBernstein Intermediate California Municipal Class A shares
AllianceBernstein Intermediate California Municipal Class B shares
AllianceBernstein Intermediate California Municipal Class C shares
Diversified Municipal Portfolio
AllianceBernstein Intermediate Diversified Municipal Class A shares
AllianceBernstein Intermediate Diversified Municipal Class B shares
AllianceBernstein Intermediate Diversified Municipal Class C shares
Short Duration Plus Portfolio
AllianceBernstein Short Duration Class A shares
AllianceBernstein Short Duration Class B shares
AllianceBernstein Short Duration Class C shares
AllianceBernstein Short Duration Class R shares
Tax-Managed International Portfolio
AllianceBernstein Tax-Managed International Class A shares
AllianceBernstein Tax-Managed International Class B shares
AllianceBernstein Tax-Managed International Class C shares
International Portfolio
AllianceBernstein International Class A shares
AllianceBernstein International Class B shares
AllianceBernstein International Class C shares
AllianceBernstein International Class R shares
