AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
Amendment made this day of July 16, 1996 between Alliance
Premier Growth Fund, Inc., 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 19, 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 Section 8(d) of 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(e) 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.
ALLIANCE PREMIER GROWTH
FUND, INC.
By:
ALLIANCE FUND DISTRIBUTORS, INC.
By:
Accepted as of the date first written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By:
2
00250118.AF7
