Exhibit (e)(3)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of March 1, 2005 to the Distribution Services Agreement (the
"Agreement") made as of July 22, 1992, as amended April 30, 1993 and July 19,
1996, between ALLIANCEBERNSTEIN CAP FUND, INC. (formerly Alliance Quasar 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, Class K Common Stock and Class I Common Stock in addition
to its shares of Class A Common Stock, Class B Common Stock, Class C Common
Stock and Advisor Class Common Stock;
WHEREAS, the Underwriter is willing to act, and the Fund wishes to
appoint the Underwriter, as underwriter and distributor of the shares of Class R
Common Stock, Class K Common Stock and Class I 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
the Fund, which may be offered in one or more Portfolios (as defined
below) consisting of one or more classes, including Class A Common Stock
(the "Class A shares"), Class B Common Stock (the "Class B shares"), Class
C Common Stock (the "Class C shares"), Advisor Class Common Stock (the
"Advisor Class shares"), Class R Common Stock (the "Class R shares"),
Class K Common Stock (the "Class K shares"), Class I Common Stock (the
"Class I 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, the Class K shares, the Class I 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 with respect to each portfolio of the Fund
specified by the Fund's Directors (a "Portfolio") that will not exceed, on
an annualized basis, 0.30% of the aggregate average daily net assets of
the Portfolio attributable to the Class A shares, 1.00% of the aggregate
average daily net assets of the Portfolio attributable to the Class B
shares, 1.00% of the aggregate average daily net assets of the Portfolio
attributable to the Class C shares, 0.50% of the aggregate average daily
net assets of the Portfolio attributable to Class R shares and 0.25% of
the aggregate average daily net assets of the Portfolio attributable to
Class K shares. With respect to each Portfolio, 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 each
Portfolio, 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 each
Portfolio'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 Portfolio attributable to each of the Class A
shares, Class B shares, Class C shares, Class R shares and Class K 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 a Portfolio's Class A
shares accrued by the Underwriter in one fiscal year of the Portfolio may
not be paid from distribution services fees received from the Portfolio in
respect of Class A shares in another fiscal year. Any expenses of
distribution of a Portfolio's Class B shares, Class C shares, Class R
shares or Class K shares accrued by the Underwriter in one fiscal year of
the Portfolio may be carried forward and paid from distribution services
fees received from the Portfolio in respect of such class of shares in
another fiscal year. No portion of the distribution services fees received
from a Portfolio 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 a Portfolio in respect of Class B shares, Class C shares, Class R
shares and Class K 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 a Portfolio 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 CAP FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
& Managing Director
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President