Exhibit (h)(2)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of June 14, 2006 between ALLIANCEBERNSTEIN GROWTH
AND INCOME FUND, INC., (formerly known as Alliance Dividend Shares, Inc.) a
Maryland corporation (the "Fund") and ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
(formerly known as Alliance Fund Services, Inc.), a Delaware Corporation
("ABIS").
WITNESSETH
WHEREAS, the Fund and ABIS wish to amend the Transfer Agency Agreement
dated as of October 18, 1988 (the "Agreement") in the manner set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. Section 35 of the Agreement is hereby amended
and restated to read as follows:
SECTION 35. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original, and
shall become effective on the last date of signature below unless
otherwise agreed by the parties. Unless sooner terminated pursuant
to SECTION 32, this Agreement will continue until October 31, 1989
and will continue in effect thereafter so long as its continuance
is specifically approved at least annually by the Board of
Directors or Trustees or by a vote of the stockholders of the Fund
and in either case by a majority of the Directors or Trustees who
are not parties to this Agreement or interested persons of any
such party, at a meeting called for the purpose of voting on this
Agreement.
2. No Other Changes. Except as provided herein, the Agreement shall be
unaffected hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement.
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
