FORM OF
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of November 3, 2003 to the
Distribution Services Agreement (the "Agreement") made as of
January 31, 2001 between ALLIANCEBERNSTEIN TRUST, a Massachusetts
business trust ( the "Trust") on behalf of each of its series
listed on Schedule I to the Agreement (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 sell to the public
shares of its 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 the Underwriter.
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The Trust hereby appoints the Underwriter as the
principal underwriter and distributor of the Trust to sell to the
public its Class A shares (the "Class A shares"), Class B shares
(the "Class B shares"), Class C shares (the "Class C shares"),
Advisor Class shares (the "Advisor Class shares"), Class R shares
(the "Class R shares") and shares of such other class or classes
as the Trust 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 Trust will pay to the
Underwriter each month a distribution services fee with
respect to each Fund specified by the Trust's Trustees
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. With respect to each
Fund, 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) A 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 TRUST
By:
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ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
MANAGEMENT, INC.
By:
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Accepted as of the date first written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation
General Partner
By: -------------------------------
00250.0073 #419277
