Exhibit (e)(5)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of June 14, 2006 to the Distribution Services
Agreement (the "Agreement") made as of July 22, 1992, April 30, 1993, November
3, 2003 and March 1, 2005, between ALLIANCEBERNSTEIN BALANCED SHARES, INC.
(formerly Alliance Balanced Shares, Inc.), a Maryland corporation (the "Fund"),
and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly AllianceBernstein Investment
Research and Management, Inc. and 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 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 September 30, 1987,
and continue in effect thereafter; provided, however, that such
continuance is specifically approved at least annually by the
Directors of the Fund or by majority vote of the holders of the
outstanding voting securities (as defined in the Investment
Company Act), and, in either case, by a majority of the
Directors 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 directors 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, the Underwriter may continue to render 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 at any time, without the payment of any penalty, by
the vote of a majority of the outstanding voting securities (as
so defined), or by a vote of a majority of the Directors of the
Fund who are not interested persons, as defined in the
Investment Company Act, of the Fund and have no direct or
indirect financial interest in the operation of the Plan or any
agreement related thereto, in either 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
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 BALANCED SHARES, INC.
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 and
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
