FORM OF
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of November 3, 2003 to the
Distribution Services Agreement (the "Agreement") made as of
December 6, 1999 between AllianceBernstein Disciplined Value
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"), 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 DISCIPLINED VALUE
FUND, INC.
By: _______________________________
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: _______________________________
Accepted as of the date first written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By:_________________________________________
00250.0073 #430596