AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of November 3, 2003 to the
Distribution Services Agreement (the "Agreement") made as of
September 17, 1992, as amended April 30, 1993 and July 16, 1996
between AllianceBernstein Premier Growth Fund, Inc., a Maryland
corporation (the "Fund"), and ALLIANCEBERNSTEIN INVESTMENT
RESEARCH AND MANAGEMENT, INC. (formerly Alliance Fund
Distributors, Inc.), a Delaware corporation (the "Underwriter").
Capitalized terms not defined herein have the meaning set forth
in the Agreement.
WITNESSETH
WHEREAS, the Fund and the Underwriter are parties to the Agreement;
WHEREAS, the Fund has decided to sell to the public
shares of its Class R Common Stock in addition to its Class A
shares, Class B shares, Class C shares and Advisor Class shares;
WHEREAS, the Underwriter is willing to act, and the
Fund wishes to appoint the Underwriter, as underwriter and
distributor of the Class R Common Stock of the Fund;
NOW, THEREFORE, the parties agree to amend the
Agreement as follows:
1. Section 1 of the Agreement is amended by deleting it
in its entirety and replacing it with the following:
SECTION 1. Appointment of the Underwriter.
The Fund hereby appoints the Underwriter as the
principal underwriter and distributor of the Fund to
sell to 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"), Class R Common Stock (the "Class R
shares") and shares of such other class or classes as
the Fund and the Underwriter shall from time to time
mutually agree in writing shall become subject to this
Agreement (the "New shares") (the Class A shares, the
Class B shares, the Class C shares, the Advisor Class
shares, the Class R shares and the New shares being
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
herein set forth.
2. Section 5(b) of the Agreement is amended by deleting
it in its entirety and replacing it with the following:
(b) Except as may be required by NASD rules and
interpretations, the Fund will pay to the Underwriter
each month a distribution services fee that will not
exceed, on an annualized basis, .30% of the aggregate
average daily net assets of the Fund attributable to
the Class A shares, 1.00% of the aggregate average
daily net assets of the Fund attributable to the Class
B shares, 1.00% of the aggregate average daily net
assets of the Fund attributable to the Class C shares
and .50% of the aggregate average daily net assets of
the Fund attributable to Class R shares. The
distribution services fee will be used in its entirety
by the Underwriter to make payments (i) to compensate
broker-dealers or other persons for providing
distribution assistance, (ii) to otherwise promote the
sale of shares of the Fund, including payment for the
preparation, printing and distribution of prospectuses
and sales literature or other promotional activities,
and (iii) to compensate broker-dealers, depository
institutions and other financial intermediaries for
providing administrative, accounting and other services
with respect to the Fund's shareholders. A portion of
the distribution services fee that will not exceed, on
an annualized basis, .25% of the aggregate average
daily net assets of the Fund attributable to each of
the Class A shares, Class B shares, Class C shares and
Class R shares will constitute a service fee that will
be used by the Underwriter for personal service and/or
the maintenance of shareholder accounts within the
meaning of NASD rules and interpretations.
3. Section 5(f) of the Agreement is amended by deleting
it in its entirety and replacing it with the following:
(f) The Fund is not obligated to pay any
distribution expenses in excess of the distribution
services fee described above in Section 5(b) hereof.
Any expenses of distribution of the Fund's Class A
shares accrued by the Underwriter in one fiscal year of
the Fund may not be paid from distribution services
fees received from the Fund in respect of Class A
shares in another fiscal year. Any expenses of
distribution of the Fund's Class B shares, Class C
shares or Class R shares accrued by the Underwriter in
one fiscal year of the Fund may be carried forward and
paid from distribution services fees received from the
Fund in respect of such class of shares in another
fiscal year. No portion of the distribution services
fees received from the Fund in respect of Class A
shares may be used to pay any interest expense,
carrying charges or other financing costs or allocation
of overhead of the Underwriter. The distribution
services fees received from the Fund in respect of
Class B shares, Class C shares and Class R shares may
be used to pay interest expenses, carrying charges and
other financing costs or allocation of overhead of the
Underwriter to the extent permitted by Securities and
Exchange Commission rules, regulations or Securities
and Exchange Commission staff no-action or
interpretative positions in effect from time to time.
In the event this Agreement is terminated by either
party or is not continued with respect to a class of
shares as provided in Section 12 below: (i) no
distribution services fees (other than current amounts
accrued but not yet paid) will be owed by the Fund to
the Underwriter with respect to that class, and (ii)
the Fund will not be obligated to pay the Underwriter
for any amounts expended hereunder not previously
reimbursed by the Fund from distribution services fees
in respect of shares of such class or recovered through
deferred sales charges. The distribution services fee
of a particular class may not be used to subsidize the
sale of shares of any other class.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND,
INC.
By: /s/ Xxxxxx X. Xxxxxx Xx.
-----------------------
Xxxxxx X. Xxxxxx Xx.
Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxx
President
Accepted as of the date 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
00250.0073 #430593
