Exhibit 99(e)(2)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of August 3, 2006 to the Distribution Services
Agreement (the "Agreement") made as of September 7, 2004, between
ALLIANCEBERNSTEIN CORPORATE SHARES, a Massachusetts business trust (the "Fund"),
and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly AllianceBernstein Investment
Research and Management, 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 two years from the date of its
execution, and continue in effect thereafter with respect to each
class; provided, however, that such continuance is specifically
approved at least annually by the Trustees 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 Trustees 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 trustees 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 Trustees of the Fund
who are not interested persons, as defined in the Investment Company
Act, of the Fund (other than as trustees 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 CORPORATE SHARES
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President &
Assistant General Counsel
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Secretary
