AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of June 14, 2006 to the Distribution Services Agreement (the
"Agreement") made as of September 28, 1993, as amended July 16, 1996 and March
1, 2005, between ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC. (formerly Alliance
Utility Income Fund, Inc.), a Maryland corporation (the "Fund"), and
ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly AllianceBernstein Investment
Research and Management, Inc. and 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 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 July 31, 1994, and continue in effect
thereafter with respect to each class; provided, however, that such
continuance is specifically approved at least annually by the
Directors of the Fund 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
Directors of the Fund who are not parties to this Agreement or
interested persons, as defined in the Investment Company Act, of any
such party (other than as directors of the Fund) 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 Fund with respect
to any class or Portfolio at any time, without the payment of any
penalty, by the vote of a majority of the outstanding voting
securities (as so defined) of such class or Portfolio, or by a vote of
a majority of the Directors of the Fund who are not interested
persons, as defined in the Investment Company Act, of the Fund (other
than as directors of the Fund) 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 Fund 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 Fund.
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 UTILITY INCOME FUND,
INC.
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 694277
