AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of June 14, 2006 to the Distribution Services
Agreement (the "Agreement") made as of November 1, 1986, as amended February 27,
1987, October 20, 1987, April 21, 1988, July 19, 1988, July 16, 1996, 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:
--------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: -------------------------
Name:
Title:
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By:
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Name: Xxxx Xxxxxx
Title: Xxxxxxxxx
XX 00000 0073 693807
