FORM OF
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of January 25, 2008 to the Distribution Services
Agreement (the "Agreement") made as of February 1, 1994, as amended June 4,
1996, between ALLIANCEBERNSTEIN HIGH INCOME FUND, INC., (formerly,
AllianceBernstein Emerging Market Debt Fund, Inc., prior thereto, Alliance
Emerging Market Debt Fund, Inc. and prior thereto, Alliance Global Dollar
Government Fund, Inc.) a Maryland corporation (the "Fund"), and
ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly, AllianceBernstein Investment
Research and Management, Inc. and prior thereto 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
shares, Class K shares, Class I shares and Advisor Class shares in addition to
its Class A shares, Class B shares and Class C shares;
WHEREAS, the Underwriter is willing to act, and the Fund wishes to appoint
the Underwriter, as underwriter and distributor of the Class R shares, Class K
shares, Class I shares and Advisor Class shares 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
shares (the "Class A shares"), Class B shares (the "Class B shares"), Class
C shares (the "Class C shares"), Advisor Class shares (the "Advisor Class
shares"), Class R shares (the "Class R shares"), Class K shares (the "Class
K shares"), Class I shares (the "Class I 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, the Class K shares, the Class I
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 FINRA rules and interpretations, the
Fund will pay to the Underwriter each month a distribution services fee
that will not exceed, on an annualized basis, 0.30% 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, 0.50% of the aggregate average
daily net assets of the Fund attributable to Class R shares and 0.25% of
the aggregate average daily net assets of the Fund attributable to Class K
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, Class R shares and Class K 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 FINRA
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, Class R shares and Class K 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, Class R shares and Class K 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 HIGH INCOME FUND, INC.
By:
--------------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By:
--------------------------------
Name:
Title:
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By:
-----------------------------------
Name:
Title:
SK 00250 0157 863946
