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

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.E   —   Exhibit 99E-2

FORM OF AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT              

AMENDMENT made as of __________________, 2004 to the        
Distribution Services Agreement (the "Agreement") made as of July               
9, 2002 between ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH FUND,                  
INC. (formerly Alliance Global Growth Trends 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 shares of                 
Class A Common Stock, Class B Common Stock, Class C Common Stock                
and Advisor Class Common Stock;                                                 

WHEREAS, the Underwriter is willing to act, and the         
Fund wishes to appoint the Underwriter, as underwriter and                      
distributor of the shares of 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 GLOBAL RESEARCH GROWTH
FUND, INC.  

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

                     ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
    MANAGEMENT, INC.

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

Accepted as of the date written above:                                          

ALLIANCE CAPITAL MANAGEMENT L.P.                                                
By:  Alliance Capital Management Corporation, General Partner                   

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

00250.0264 #490376                                                              

Dates Referenced Herein

This ‘485APOS’ Filing		Date		Other Filings
Filed on:		6/23/04		None on these Dates
		7/9/02
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