AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of June 14, 2006 to the Distribution Services Agreement
(the "Agreement") made as of September 2, 2003, as amended November 11, 2003 and
March 1, 2005 between THE ALLIANCEBERNSTEIN PORTFOLIOS (formerly The Alliance
Portfolios), a Massachusetts business trust (the "Trust"), on behalf of each of
its portfolio series (including, without limitation, AllianceBernstein Wealth
Appreciation Strategy, AllianceBernstein Balanced Wealth Strategy,
AllianceBernstein Wealth Preservation Strategy, AllianceBernstein Tax-Managed
Wealth Appreciation Strategy, AllianceBernstein Tax-Managed Balanced Wealth
Strategy, AllianceBernstein Tax-Managed Wealth Preservation Strategy, and
AllianceBernstein Growth Fund) (each, a "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 Trust and the Underwriter are parties to the Agreement;
WHEREAS, the Trust 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 and Fund;
provided, however, that such continuance is specifically approved at least
annually by the Trustees of the Trust or by vote of the holders of a
majority of the outstanding voting securities (as defined in the Investment
Company Act) of that class or Fund, and, in either case, by a majority of
the Trustees of the Trust 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 Trust) and who have no direct or
indirect financial interest in the operation of the Distribution Plans
referred to in Section 5 or any agreement related thereto; provided
further, however, that if the continuation of this Agreement is not
approved as to any class or Fund, the Underwriter may continue to render to
such class or Fund the services described herein in the manner and to the
extent permitted by the Investment Company 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 Trust
with respect to any class or Fund 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 Fund, or by a vote of a majority of the
Trustees of the Trust who are not interested persons, as defined in the
Investment Company Act, of the Trust (other than as Trustees of the Trust)
and have no direct or indirect financial interest in the operation of the
Distribution Plans referred to in Section 5 or any agreement related
thereto, in any such event on sixty days' written notice to the
Underwriter, or (ii) by the Underwriter with respect to any class or Fund
on sixty days' written notice to the Trust.
2. No Other Changes. Except as provided herein, the Agreement shall be
unaffected hereby.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date first set forth above.
THE ALLIANCEBERNSTEIN PORTFOLIOS
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By:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
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By:
Title:
SK 00250 0073 693508
