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:
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Name:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By:
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Name:
Title:
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: AllianceBernstein Corporation, General Partner
By:
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Name:
Title:
SK 00250 0073 693642
