AMENDMENT TO CUSTODIAN CONTRACT
Amendment dated January 31, 2007, to the Custodian Contract dated
August 20, 1992, as amended (the "Contract"), by and between State Street Bank
and Trust Company (the "Custodian") and AllianceBernstein Large Cap Growth Fund,
Inc. (the "Fund").
WHEREAS, the Fund and the Custodian wish to amend certain provisions of
the Contract in order to (a) allow for delivery out of margin in connection with
trading in futures and options on futures contracts entered into by the Fund,
(b) amend the provisions for Proper Instructions in order to provide for
electronic trade instructions, and (c) to provide for the establishment by the
Custodian of segregated accounts.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the Custodian and the Fund hereby amend the
Contract, pursuant to the terms thereof, as follows:
I. New Section 2.2(15) is hereby added and existing Section 2.2(15) is
hereby amended and renumbered Section 2.2(16) as set forth below:
2.2 Delivery of Securities.
(15) For delivery of initial or variation margin in connection
with trading in futures and options on futures contracts entered into
by the Fund;
(16) For any other purpose, but only upon receipt of Proper
Instructions from the Fund, specifying the securities of the Fund to be
delivered and naming the person or persons to whom delivery of such
securities shall be made.
New Section 2.7(7) is hereby added and existing Section 2.7(7) is
hereby amended and renumbered Section 2.7(8) as set forth below:
2.7 Payment of Fund Monies.
(7) For the payment of initial or variation margin in
connection with trading in futures and options on futures contracts
entered into by the Fund;
(8) For any other purpose, but only upon receipt of Proper
Instructions from the Fund, specifying the amount of such payment and
naming the person or persons to whom such payment is to be made.
Section 5 is amended and replaced as follows:
5. Proper Instructions.
"Proper Instructions-, which may also be standing instructions,
as used throughout this Contract shall mean instructions received by
the Custodian from the Fund, the Funds investment manager or
subadvisor, as duly authorized by the Fund. Such instructions may be
in writing signed by the authorized person or persons or may be in a
tested communication or in a communication utilizing access codes
effected between electro-mechanical or electronic devices or may be by
such other means and utilizing such intermediary systems and utilities
as may be agreed to from time to time by the Custodian and the person
or entity giving such instructions, provided that the Fund has
followed any security procedures agreed to from time to time by the
Fund and the Custodian, including, but not limited to, the security
procedures selected by the Fund in the Funds Transfer Addendum to this
Contract. Oral instructions will be considered Proper Instructions if
the Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed
promptly in writing. For purposes of this Section, Proper Instructions
shall include instructions received by the Custodian pursuant to any
multi-party agreement, which requires a segregated asset account in
accordance with Section 2.11 of this Contract. The Fund or the Funds
investment manager shall cause its duly authorized officer to certify
to the Custodian in writing the names and specimen signatures of
persons authorized to give Proper Instructions. The Custodian shall be
entitled to rely upon the identity and authority of such persons until
it receives notice from the Fund to the contrary.
IV. Clause (iv) of Section 2.11 (entitled "Segregated Account") is amended
and replaced as follows:
(iv) for any other purpose upon receipt of Proper Instructions
from the Fund.
V. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on its behalf by its duly authorized representative
under seal as of the date first above written.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
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