Alliance Premier Growth Fund, Inc.
Exhibit 77Q1(a)
811-06730_______
Articles of Incorporation: Incorporated by reference to Exhibit 1 to
Registrant's Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission on July 10, 1992.
By-Laws: Incorporated by reference to Exhibit 2 to Registrant's
Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on July 10, 1992.
Alliance Premier Growth Fund, Inc.
Exhibit 77Q1(e)
811-06730
Investment Advisory Agreement: Incorporated by reference to Exhibit 5 to
Post-Effective Amendment No. 3 to Registrant's Registration Statement on
Form N-1A, filed with the Securities and Exchange Commission on May 1,
1993.
Alliance Premier Growth Fund, Inc.
Exhibit 77Q1(a)
811-06730_______
Item 77I Terms of new or amended securities
In 1996, the Fund issued a new class of shares, Adviser Class
shares. Adviser Class shares,along with Class A, Class B, Class C shares
each represent an interest in the same portfolio of investments of the
Fund, have the same rights and are identical in all respects, except
that (i) Class A shares bear the expense of the initial sales charge (or
contingent deferred sales charge, when applicable) and Class B and
Class C shares bear the expense of the deferred sales charge,
(ii) Class B shares and Class C shares each bear the expense of a higher
distribution services fee than that borne by Class A shares, and Advisor
Class shares do not bear such a fee, (iii) Class B and Class C shares
bear higher transfer agency costs than that borne by Class A and Advisor
Class shares; (iv) each of Class A, Class B and Class C has exclusive
voting rights with respect to provisions of the Rule 12b-1 Plan pursuant
to which its distribution services fee is paid and other matters for
which separate class voting is appropriate under applicable law,
provided that, if the Fund submits to a vote of the Class A
shareholders, an amendment to the Rule 12b-1 Plan that would materially
increase the amount to be paid thereunder with respect to the Class A
shares, then such amendment will also be submitted to the Class B and
Advisor Class shareholders and the Class A, the Class B and the Advisor
Class shareholders will vote separately by class; and (v) Class B and
Advisor Class shares are subject to a conversion feature. Each class
has different exchange privileges and certain different shareholder
service options available.
