Exhibit 99(e)(5)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of June 14, 2006 to the Distribution Services
Agreement (the "Agreement") made as of September 17, 1992, as amended April 30,
1993, July 16, 1996, November 3, 2003 and March 1, 2005, between
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC. (formerly Alliance Premier Growth
Fund, 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 July 31, 1993, and continue in
effect thereafter with respect to each class; provided, however, that
such continuance is specifically approved at least annually by the
Directors 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 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 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 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 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 LARGE CAP GROWTH FUND, 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 &
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
