Exhibit (d)(3)
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT
AGREEMENT made by and between Alliance Capital Management L.P. ("Alliance")
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Fund, Inc. (the "Fund").
WHEREAS, Alliance and the Fund are parties to a Shareholder Servicing
Agreement dated October 2, 2000, as amended to date (the "Shareholder Servicing
Agreement"); and
WHEREAS, Alliance and the Fund desire to amend the Shareholder Servicing
Agreement to clarify that, with respect to the International Tax-Managed
Portfolio, the Shareholder Servicing Agreement applies only to the International
Tax-Managed Class of such portfolio, and that with respect to the International
Portfolio, the Shareholder Servicing Agreement applies only to the International
Class of such portfolio;
NOW, THEREFORE, in consideration of the premises and covenants contained
herein, Alliance and the Fund hereby agree as follows:
In accordance with Paragraph 7 of the Shareholder Servicing Agreement, with
respect to the International Tax-Managed Portfolio, the Shareholder Servicing
Agreement applies only to the International Tax-Managed Class of such portfolio
and with respect to the International Portfolio, the Shareholder Servicing
Agreement applies only to the International Class of such portfolio.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
16th day of December, 2003.
ALLIANCE CAPITAL MANAGEMENT CORPORATION,
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and
Acting General Counsel
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Secretary