FORM OF
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of December 16, 2004 to the
Distribution Services Agreement (the "Agreement") made as of
March 23, 1994, as amended June 4, 1996 between AllianceBernstein
Exchange Reserves (formerly AFD Exchange Reserves), a
Massachusetts business trust (the "Trust"), and ALLIANCEBERNSTEIN
INVESTMENT RESEARCH AND MANAGEMENT, 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 Trust and the Underwriter are parties to
the Agreement;
WHEREAS, the Trust has decided to sell to the public
shares of its Class R shares, Class K shares and Class I shares
in addition to its shares of Class A shares, Class B shares,
Class C shares and Advisor Class shares;
WHEREAS, the Underwriter is willing to act, and the
Trust wishes to appoint the Underwriter, as underwriter and
distributor of the shares of Class R shares, Class K shares and
Class I shares of the Trust;
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 Trust hereby appoints the Underwriter as the
principal underwriter and distributor of the Trust 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"),
Class R shares (the "Class R shares"), Class K shares
(the "Class K shares"), Class I shares (the "Class I
shares") and shares of such other class or classes as
the Trust 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 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 Trust will pay to the Underwriter
each month a distribution services fee with respect to
each Portfolio equal, on an annualized basis, to 0.50%
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, 0.75% 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 and 0.25% of the
aggregate average daily net assets of the Portfolio
attributable to Class K shares. 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 the Portfolio, including payment for
the preparation, printing and distribution of
prospectuses and sales literature or other promotional
activities, and (iii) to compensate broker-dealers,
depository institutions and other financial
intermediaries for providing administrative, accounting
and other services with respect to the 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 the
Portfolio attributable to each of the Class A shares,
Class B shares, Class C shares, Class R shares and
Class K 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.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement.
AllianceBernstein Exchange Reserves
By:
---------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
MANAGEMENT, INC.
By:
----------------------------
Name:
Title:
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By:
-------------------------
Name:
Title:
00250.0157 #539317