AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made this 19th day of July, 1996 between Alliance
Global Small Cap 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(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 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 GLOBAL SMALL CAP 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
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00250176.AH9