Exhibit (h)(2)
AMENDMENT TO TRANSFER AGENCY AGREEMENT
Amendment made this day of June 14, 2006 between ALLIANCEBERNSTEIN MID-CAP
GROWTH FUND, INC., (formerly known as The Alliance 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 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 July 31, 1990 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 oare 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 MID-CAP GROWTH FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
