Exhibit (e)(4)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of November 3, 2003 to the Distribution Services
Agreement (the "Agreement") made as of July 22, 1992, as amended April 30, 1993
and July 16, 1996, between AllianceBernstein Growth and Income 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 in addition to its Class A shares, Class B shares, Class C
shares and Advisor Class shares;
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 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") 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 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 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 and .50% of the aggregate
average daily net assets of the Fund 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
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 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) 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 or Class R 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 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 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 GROWTH AND INCOME FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx Xx.
------------------------
Xxxxxx X. Xxxxxx Xx.
Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx
President
Accepted as of the date first written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
President and Chief Operating Officer
