AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of March 1, 2005 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 K Common Stock (the "Class K Shares") and its Class I Common Stock
(the "Class I Shares") in addition to its Class A shares, Class B shares, Class
C shares, Advisor Class shares and Class R shares;
WHEREAS, the Underwriter is willing to act, and the Trust wishes to appoint
the Underwriter, as underwriter and distributor of the Class K Shares and Class
I 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 to the public its Class A shares, Class B shares, Class C shares,
Advisor Class shares, Class R Shares, Class K Shares and Class I 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, Class K Shares and Class I
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. (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 service fee and a distribution services fee at the
annual rates of .25% and .25%, respectively, of a Fund's average daily net
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. For its services as distributor of a Fund's
Class K shares, the Distributor shall receive from the Fund a service fee
at the annual rate of .25% of a Fund's average daily net assets
attributable to its Class K shares, subject to the other terms and
conditions set forth in the Distribution Plan attached as Exhibit E 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, Class R shares and Class K 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
By:
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Title:
ALLIANCEBERNSTEIN INVESTMENT
RESEARCH AND MANAGEMENT,
INC.
By:
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Title:
00250.0157 #516064v3
