AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made this 16th day of July, 1996 between ALLIANCE
UTILITY INCOME FUND, INC., a Maryland corporation (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 September 28, 1993
(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 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"), Advisor
Class Common Stock (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
8(d) of ARTICLE FIFTH of its Articles of Incorporation
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 effect 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.
ALLIANCE UTILITY INCOME FUND, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
Secretary
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
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00250156.AO2
