Exhibit 99(h)(2)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of June 14, 2006 between ALLIANCEBERNSTEIN
LARGE CAP GROWTH FUND, INC., (formerly known as Alliance Wealth Builder Fund,
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 September 17, 1992 (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 July 31, 1993
and will continue in effect thereafter so long as its continuance
is specifically approved at least annually by the Board of
Directors or Trustees or by a vote of the stockholders of the Fund
and in either case by a majority of the Directors or Trustees 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.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Agreement.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
