Exhibit (e)(3)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of March 1, 2005 to the Distribution Services Agreement (the
"Agreement") made as of September 28, 1993, as amended July 16, 1996, between
ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC. (formerly Alliance Utility Income
Fund, Inc.), a Maryland corporation (the "Fund"), 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 Fund and the Underwriter are parties to the Agreement;
WHEREAS, the Fund has decided to sell to the public shares of its
Class R Common Stock, Class K Common Stock and Class I Common Stock in addition
to its shares of Class A Common Stock, Class B Common Stock, Class C Common
Stock and Advisor Class 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 R
Common Stock, Class K Common Stock and Class I 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 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"), Class R Common Stock (the "Class R
shares"), Class K Common Stock (the "Class K shares"), Class I
Common Stock (the "Class I 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 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 that will not exceed, on an
annualized basis, 0.30% of the aggregate average daily net
assets of the Fund attributable to the Class A shares, 1.00% of
the aggregate average daily net assets of the Fund attributable
to the Class B shares, 1.00% of the aggregate average daily net
assets of the Fund attributable to the Class C shares, 0.50% of
the aggregate average daily net assets of the Fund attributable
to Class R shares and 0.25% of the aggregate average daily net
assets of the Fund 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 Fund, 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 Fund'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 Fund 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.
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
the Fund's Class A shares accrued by the Underwriter in one
fiscal year of the Fund may not be paid from distribution
services fees received from the Fund in respect of Class A
shares in another fiscal year. Any expenses of distribution of
the Fund's Class B shares, Class C shares, Class R shares and
Class K shares accrued by the Underwriter in one fiscal year of
the Fund may be carried forward and paid from distribution
services fees received from the Fund in respect of such class
of shares in another fiscal year. No portion of the
distribution services fees received from the Fund 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 the Fund in respect of Class B shares, Class C
shares, Class R shares and Class K 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
the Fund 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Agreement.
ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President &
Managing Director
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President