FORM OF
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of December 16, 2004 to the Distribution Services Agreement
(the "Agreement") made as of February 25, 1997 between ALLIANCEBERNSTEIN HIGH
YIELD FUND, INC. (formerly Alliance High Yield 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, Class K Common Stock and
Class I 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, Class K Common
Stock and Class I 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"), Class K Common Stock (the "Class K shares"),
Class I Common Stock (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 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, 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 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, 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 YIELD FUND, INC.
By:
---------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
MANAGEMENT, INC.
By:
---------------------------
Name:
Title:
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By:
---------------------------
Name:
Title:
00250.0157 #539547
