AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of November 11, 2003 to the Distribution Services
Agreement (the "Agreement") made as of September 2, 2003 between THE
ALLIANCEBERNSTEIN PORTFOLIOS (formerly The Alliance Portfolios), a
Massachusetts business trust (the "Trust"), on behalf of each of its
portfolio series (including, without limitation, AllianceBernstein Wealth
Appreciation Strategy, AllianceBernstein Balanced Wealth Strategy,
AllianceBernstein Wealth Preservation Strategy, AllianceBernstein Tax-Managed
Wealth Appreciation Strategy, AllianceBernstein Tax-Managed Balanced Wealth
Strategy, AllianceBernstein Tax-Managed Wealth Preservation Strategy, and
AllianceBernstein Growth Fund) (each, a "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 Trust and the Underwriter are parties to the Agreement;
WHEREAS, the Trust has decided to issue and sell to the public shares
of its Class R Common Stock (the "Class R Shares") 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 Trust wishes to
appoint the Underwriter, as underwriter and distributor of the Class R Shares
of the Trust;
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 Underwriter. The Trust hereby appoints the
Underwriter as the principal underwriter and distributor of the Trust to sell
the public its Class A shares, Class B shares, Class C shares, Advisor Class
shares, Class R Shares and shares of such other class or classes as the Trust
and the Underwriter shall from time to time mutually agree shall become
subject to the Agreement ("New shares"), (the Class A shares, Class B shares,
Class C shares, Advisor Class shares, Class R Shares and New shares shall be
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 set forth herein.
2. Section 5 of the Agreement is amended by deleting it in its
entirety and replacing it with the following:
SECTION 5. Distribution Services Fees and Service Fees.
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(a) For its services as distributor of a Fund's Class A shares, the
Distributor shall also receive from the Fund a service fee and a distribution
services fee at the annual rates of .25% and .05%, respectively, of a Fund's
average daily net assets attributable to its Class A shares, subject to the
terms and conditions set forth in the Distribution Plan attached as Exhibit A
hereto, as amended from time to time. For its services as distributor of a
Fund's Class B shares, the Distributor shall also receive from the Fund a
service fee and a distribution services fee at the annual rates of .25% and
..75%, respectively, of a Fund's average daily net assets attributable to its
Class B shares, subject to the other terms and conditions set forth in the
Distribution Plan attached as Exhibit B hereto, as amended from time to
time. For its services as distributor of a Fund's Class C shares, the
Distributor shall receive from the Fund a service fee and a distribution
services fee at the annual rates of .25% and .75%, respectively, of a Fund's
average daily net assets attributable to its Class C shares, subject to the
other terms and conditions set forth in the Distribution Plan attached as
Exhibit C hereto, as amended from time to time. For its services as
distributor of a Fund's Class R shares, the Distributor shall receive from
the Fund a distribution services fee at the annual rate of .50% of a Fund's
average net daily assets attributable to its Class R shares, subject to the
other terms and conditions set forth in the Distribution Plan attached as
[Exhibit D] hereto, as amended from time to time. The respective service
fees and distribution services fees applicable to a Fund's Class A shares,
Class B shares, Class C shares and Class R shares shall be accrued daily and
paid monthly.
[The Remainder of this Page Intentionally Left Blank.]
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date first set forth above.
THE ALLIANCEBERNSTEIN PORTFOLIOS
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By:
Title:
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
MANAGEMENT, INC.
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By:
Title:
