AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of December 16, 2009 to the Distribution Services Agreement
(the "Agreement") made as of July 22, 1992, as amended April 30, 1993, June 4,
1996, November 3, 2003, December 16, 2004 and June 14, 2006 between
ALLIANCEBERNSTEIN BOND FUND, INC. (formerly Alliance Bond Fund, Inc.), a
Maryland corporation (the "Fund"), and ALLIANCEBERNSTEIN INVESTMENTS, 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 1
Common Stock and Class 2 Common Stock in addition to its shares of Class A
Common Stock, Class B Common Stock, Class C Common Stock, Advisor Class Common
Stock, Class R Common Stock, Class K Common Stock and Class I 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 1 Common
Stock and Class 2 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"), Class 1 Common Stock (the "Class 1
shares"), Class 2 Common Stock (the "Class 2 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, the Class 1 shares, the Class 2 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, as applicable, 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, 0.25% of the aggregate average daily net assets of the Portfolio
attributable to Class K shares and 0.10% of the aggregate average daily net
assets of the Portfolio attributable to Class 1 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, or (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 each Portfolio, as applicable,
attributable to each of the Class A shares, Class B shares, Class C shares,
Class R shares, Class K shares and Class 1 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 each Portfolio's, as applicable, 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, Class K shares or Class 1 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 each Portfolio, as applicable, in respect of Class B
shares, Class C shares, Class R shares, Class K shares and Class 1 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.
4. 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.
ALLIANCEBERNSTEIN BOND FUND, INC.
By:
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Name:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By:
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Name:
Title:
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By:
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Name:
Title:
SK 00250 1050268v2
