Exhibit (h)(2)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of June 14, 2006 between ALLIANCEBERNSTEIN
BALANCED SHARES, INC., (formerly known as Alliance Balanced Shares, Inc.) a
Maryland Corporation (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 October 18, 1988 (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 September 30, 1989 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.
ALLIANCEBERNSTEIN BALANCED SHARES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
