Exhibit (h)(2)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of June 14, 2006 between THE ALLIANCEBERNSTEIN
PORTFOLIOS, (formerly known as The Alliance Portfolios) a Massachusetts business
trust (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 August 2, 1993 (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 July 31, 1994 and will
continue in effect thereafter so long as its continuance is
specifically approved at least annually by the Directors or
by a vote of the stockholders of the Fund and in either case
by a majority of the Directors 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.
THE ALLIANCEBERNSTEIN PORTFOLIOS
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Clerk
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
