AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made this 16th day of July, 1996 between
ALLIANCE GROWTH AND INCOME FUND, INC., a Maryland corporation
(the "Fund"), and ALLIANCE FUND DISTRIBUTORS INC., a Delaware
Corporation (the "Underwriter").
WITNESSETH
WHEREAS, the Fund and the Underwriter wish to amend the
Distribution Services Agreement dated as of July 22, 1992, as
amended, April 30, 1993 (the "Agreement") in the manner set forth
herein;
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. Section 1 and the first
full paragraph of Section 4(a) of the Agreement are hereby
amended and restated to read as follows:
Section 1. Appointment of Underwriter. "The Fund
hereby appoints the Underwriter as the principal
underwriter and distributor of the Fund to sell the
public shares of its Class A Common Stock (the "Class A
shares"), Class B Common Stock (the "Class B shares"),
Class C Common Stock (the "Class C shares"), Advisor
Class Common Stock (the "Advisor Class shares"), and
shares of such other class or classes as the Fund and
the Underwriter shall from time to time mutually agree
shall become subject to the Agreement ("New shares"),
(the Class A shares, Class B shares, Class C shares,
Advisor Class shares, and New shares shall be
collectively referred to herein as the ("Shares") and
hereby agrees during the term of this Agreement to sell
shares to the Underwriter upon the terms and conditions
set forth herein."
Section 4(a). "Any of the outstanding shares may be
tendered for redemption at any time, and the Fund agrees
to redeem or repurchase the shares so tendered in
accordance with its obligations as set forth in its
Articles of Incorporation and in accordance with the
applicable provisions set forth in the Prospectus and
Statement of Additional Information. The price to be
paid to redeem or repurchase the shares shall be equal
to the net asset value calculated in accordance with the
provisions of Section 3(d) hereof, less any applicable
sales charge. All payments by the Fund hereunder shall
be made in the manner set forth below. The redemption
or repurchase by the Fund of any of the Class A shares
purchased by or through the Underwriter will not effect
the initial sales charge secured by the Underwriter or
any selected dealer or compensation paid to any selected
agent (unless such selected dealer or selected agent has
otherwise agreed with the Underwriter), in the course of
the original sale, regardless of the length of the time
period between the purchase by an investor and his
tendering for redemption or repurchase."
2. Class References. Any and all references in the
Agreement to "Class Y shares" are hereby amended to read "Advisor
Class shares."
3. 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.
THE ALLIANCE FUND, INC.
By:/s/Xxxxxx X. Xxxxxx, Xx.
________________________
Xxxxxx X. Xxxxxx, Xx.
Secretary
ALLIANCE FUND DISTRIBUTORS, INC.
By:/s/Xxxxxx X. Xxxxxx
____________________
Xxxxxx X. Xxxxxx
President
Accepted as of the date first written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By:/s/Xxxx X. Xxxxxx
___________________
Xxxx X. Xxxxxx
President
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00250050.AO8
