Alliancebernstein Global Growth Fund Inc, et al. – ‘485APOS’ on 6/23/04 – EX-99.H

On:  Wednesday, 6/23/04, at 3:53pm ET   ·   Accession #:  919574-4-1900   ·   File #s:  333-85164, 811-21064

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment                             154±   568K 
 9: EX-99       Miscellaneous Exhibit                                  7     36K 
 2: EX-99.A     Exhibit 99A-3                                          2     13K 
 3: EX-99.B     Miscellaneous Exhibit                                 13±    50K 
 4: EX-99.E     Exhibit 99E-2                                          3±    14K 
 5: EX-99.H     Exhibit 99H-3                                          2±     9K 
 6: EX-99.I     Exhibit 99I-2                                          2±    10K 
 7: EX-99.J     Miscellaneous Exhibit                                  1      6K 
 8: EX-99.N     Miscellaneous Exhibit                                  6±    24K 

EX-99.H   —   Exhibit 99H-3

FORM OF               
EXPENSE LIMITATION UNDERTAKING              
(as amended _______ __, 2004)               

ALLIANCE CAPITAL MANAGEMENT L.P.              
1345 Avenue of the Americas               
New York, New York 10105              

                               [_____________], 2004

AllianceBernstein Global Research Growth Fund, Inc.                             
1345 Avenue of the Americas                                                     
New York, New York 10105                                                        

Dear Sirs:                                                                      

Alliance Capital Management L.P. herewith undertakes        
that for the Expense Limitation Period, as defined below, we                    
shall cause the aggregate operating expenses of every character                 
incurred by you to be limited to 1.50% in the case of the Class A               
shares, 2.20% in the case of the Class B shares and the Class C                 
shares, 1.20% in the case of the Advisor Class shares and 1.70%                 
in the case of the Class R shares, in each case of your aggregate               
average daily net assets (the "Limitation"). To determine the                   
amount of your expenses in excess of the Limitation, the amount                 
of allowable fiscal-year-to-date expenses shall be computed daily               
by prorating the Limitation based on the number of days elapsed                 
within your fiscal (the "Prorated Limitation"). The Prorated                    
Limitation shall be compared to your expenses recorded through                  
the current day in order to produce the allowable expenses to be                
recorded and accrued for your current day (the "Allowable                       
Expenses"). If your expenses for the current day exceed the                     
Allowable Expenses, we shall be responsible for such excess and                 
will for the current day (i) reduce our advisory fees and/or (ii)               
reimburse you accordingly.                                                      

For purposes of this Undertaking, the Expense               
Limitation Period shall mean the period commencing on the date                  
hereof and terminating at the close of your fiscal year. The                    
Expense Limitation Period and the Undertaking given hereunder                   
will automatically be extended for additional one-year terms                    
unless we provide you with at least 60 days' notice prior to the                
end of any Expense Limitation Period of our determination not to                
extend this Undertaking beyond its then current term.                           

We understand and intend that you will rely on this         
Undertaking in preparing and filing your Registration Statement                 
on Form N-1A with the Securities and Exchange Commission, in                    
accruing your expenses for purposes of calculating your net asset               
value per share and for other purposes and expressly permit you                 
to do so.                                                                       

Very truly yours,   

            ALLIANCE CAPITAL MANAGEMENT L.P.

                        By: Alliance Capital Management Corporation,
         its general partner

By:                 
                   -------------------------------

00250.0264 #490389