EXHIBIT 6(a)
AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made this 4th day of June, 1996 between AFD
Exchange Reserves, a Massachusetss business trust (the "Fund"),
and ALLIANCE FUND DISTRIBUTORS INC., a Delaware corporation (the
"Underwriter").
WITNESSETH
WHEREAS, the Fund and the Underwriter wish to amend the
Distribution Services Agreement dated as of March 23, 1994 (the
"Agreement") in the manner set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. Section 1 and the first
full paragraph of Section 4(a) of the Agreement are hereby
amended and restated to read as follows:
Section 1. Appointment of 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 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"), and shares of such other class
or classes as the Fund 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, 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."
Section 4(a). "Any of the outstanding shares may
be tendered for redemption at any time, and the Fund
agrees to redeem or repurchase the shares so tendered in
accordance with its obligations as set forth in Section
6(f) of its Agreement and Declaration of Trust and in
accordance with the applicable provisions set forth in
the Prospectus and Statement of Additional Information.
The price to be paid to redeem or repurchase the shares
shall be equal to the net asset value calculated in
accordance with the provisions of Section 3(d) hereof,
less any applicable sales charge. All payments by the
Fund hereunder shall be made in the manner set forth
below. The redemption or repurchase by the Fund of any
of the Class A shares purchased by or through the
Underwriter will not affect the initial sales charge
secured by the Underwriter or any selected dealer or
compensation paid to any selected agent (unless such
selected dealer or selected agent has otherwise agreed
with the Underwriter), in the course of the original
sale, regardless of the length of the time period
between the purchase by an investor and his tendering
for redemption or repurchase."
2. Class References. Any and all references in the
Agreement to "Class Y shares" are hereby amended to read "Advisor
Class shares."
3. No Other Changes. Except as provided herein, the
Agreement shall be unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement.
AFD EXCHANGE RESERVES
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Senior Vice President
ALLIANCE FUND DISTRIBUTORS, INC
By:/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
President
Accepted as of the date first written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By:/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President and Chief Operating Officer
2
00250163.AK3
