FORM OF
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
19, 1996, between ALLIANCEBERNSTEIN CAP FUND, INC. (formerly Alliance Quasar
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 Class 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 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") 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
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 and 0.25% of the aggregate average
daily net assets of the Portfolio attributable to Class K 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 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 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 or Class K
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 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 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement.
ALLIANCEBERNSTEIN CAP FUND, INC.
By: _________________________
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: _________________________
Name:
Title:
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By: _________________________
Name:
Title:
00250.0157 #547047
