AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of September 13, 2006 to the Distribution Services
Agreement (the "Agreement") made as of March 23, 1994, as amended June 4, 1996,
December 16, 2004 and October 20, 2005, between ALLIANCEBERNSTEIN EXCHANGE
RESERVES (formerly, AFD Exchange Reserves), a Massachusetts business trust (the
"Trust"), and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly, AllianceBernstein
Investment Research and Management, Inc. and prior thereto 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 Trust and the Underwriter are parties to the Agreement;
WHEREAS, the Trust and the Underwriter wish to amend the Agreement in the
manner set forth herein;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 12(a) of the Agreement is amended by deleting it in its entirety
and replacing it with the following:
SECTION 12. Term of Agreement.
(a) This Agreement shall become effective on the date hereof and shall
continue in effect until September 30, 1994, and continue in effect
thereafter with respect to each class; provided, however, that such
continuance is specifically approved at least annually by the Trustees of
the Trust or by vote of the holders of a majority of the outstanding voting
securities (as defined in the Investment Company Act) of that class, and,
in either case, by a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons, as defined in the
Investment Company Act, of any such party (other than as trustees of the
Trust) and who have no direct or indirect financial interest in the
operation of the Plan or any agreement related thereto; provided further,
however, that if the continuation of this Agreement is not approved as to a
class or a Portfolio, the Underwriter may continue to render to such class
or Portfolio the services described herein in the manner and to the extent
permitted by the Act and the rules and regulations thereunder. Upon
effectiveness of this Agreement, it shall supersede all previous agreements
between the parties hereto covering the subject matter hereof. This
Agreement may be terminated (i) by the Trust with respect to any class or
Portfolio at any time, without the payment of any penalty, by vote of a
majority of the outstanding voting securities (as so defined) of such class
or Portfolio, or by vote of a majority of the Trustees of the Trust who are
not interested persons, as defined in the Investment Company Act, of the
Trust (other than as trustees of the Trust) and have no direct and indirect
financial interest in the operation of the Plan or any agreement related
thereto, in any such event on sixty days' written notice to the
Underwriter; provided, however, that no such notice shall be required if
such termination is stated by the Trust to relate only to Sections 5 and 16
hereof (in which event Sections 5 and 16 shall be deemed to have been
severed herefrom and all other provisions of this Agreement shall continue
in full force and effect), or (ii) by the Underwriter with respect to any
Portfolio on sixty days' written notice to the Trust.
2. 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 EXCHANGE RESERVES
By: __________________________
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: __________________________
Name:
Title:
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: __________________________
Name: Xxxx Xxxxxx
Title: Xxxxxxxxx
XX 00000 0073 700439
