AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made this 11th day of July, 1996 between Alliance
Technology 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 April 30, 1993, as
amended and restated as of October 1, 1994 (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 Article FIFTH of 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 affect 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.
ALLIANCE TECHNOLOGY FUND, INC.
By: /s/ Xxxxx Xxxxxxx
_______________________
Xxxxx Xxxxxxx
Senior Vice President
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 and Chief Operating Officer
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00250200.AM4