XXXXXXX X. XXXXXXXXX FUND, INC.
AMENDMENT NO. 5 TO
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 5 TO INVESTMENT MANAGEMENT AGREEMENT, dated as of November 1,
2007 between XXXXXXX X. XXXXXXXXX FUND, INC., a Maryland Corporation, (the
"Fund"), on behalf of Short Duration New York Municipal Portfolio, Short
Duration California Municipal Portfolio, Short Duration Diversified Municipal
Portfolio, U.S. Government Short Duration Portfolio, Short Duration Plus
Portfolio, New York Municipal Portfolio, California Municipal Portfolio,
Diversified Municipal Portfolio, Intermediate Duration Portfolio, Tax-Managed
International Portfolio, International Portfolio, and Emerging Markets
Portfolio (each a "Portfolio", and collectively the "Portfolios") and
ALLIANCEBERNSTEIN L.P., a Delaware Limited Partnership (the "Adviser" or
"Alliance").
Pursuant to the Investment Management Agreement dated as of October 2, 2000
(the "Investment Management Agreement") between the Fund, on behalf of each
Portfolio, and the Adviser, the Fund, on behalf of each Portfolio, has agreed
to compensate the Adviser for the services it performs for, and the facilities
and personnel it provides to, each Portfolio. The Adviser and the Fund, on
behalf of each Portfolio, wish to amend the Investment Management Agreement to
modify such compensation with respect to each Portfolio. Accordingly, the
parties hereto hereby agree as follows:
Subsections (a) - (d) of Section 5 of the Investment Management Agreement
are hereby deleted in their entirety and replaced with the following:
As compensation for the services performed and the facilities and personnel
provided by the Adviser pursuant to Section 1 of this Agreement, the Fund, on
behalf of each Portfolio, will pay the Adviser, promptly after the end of each
month, fees at the rates set forth below:
Portfolio Annual Percentage of Average Daily Net Assets of Each Portfolio
--------- ---------------------------------------------------------------------------
Short Duration California Municipal Portfolio 0.45% of the first $750 million; 0.40% of assets in excess of $750 million
Short Duration Diversified Municipal Portfolio 0.45% of the first $750 million; 0.40% of assets in excess of $750 million
Short Duration New York Municipal Portfolio 0.45% of the first $750 million; 0.40% of assets in excess of $750 million
U.S. Government Short Duration Portfolio 0.45% of the first $750 million; 0.40% of assets in excess of $750 million
Short Duration Plus Portfolio 0.45% of the first $750 million; 0.40% of assets in excess of $750 million
New York Municipal Portfolio 0.50% of the first $1 billion; 0.45% in excess of $1 billion up to, but not
exceeding $3 billion; 0.40% in excess of $3 billion up to, but not
exceeding $5 billion; 0.35% of assets in excess of $5 billion
California Municipal Portfolio 0.50% of the first $1 billion; 0.45% in excess of $1 billion up to, but not
exceeding $3 billion; 0.40% in excess of $3 billion up to, but not
exceeding $5 billion; 0.35% of assets in excess of $5 billion
Diversified Municipal Portfolio 0.50% of the first $1 billion; 0.45% in excess of $1 billion up to, but not
exceeding $3 billion; 0.40% in excess of $3 billion up to, but not
exceeding $5 billion; 0.35% of assets in excess of $5 billion
Intermediate Duration Portfolio 0.50% of the first $1 billion; 0.45% in excess of $1 billion up to, but not
exceeding $3 billion; 0.40% in excess of $3 billion up to, but not
exceeding $5 billion; 0.35% in excess of $5 billion up to, but not
exceeding $7 billion ; 0.30% of assets in excess of $7 billion
Tax-Managed International Portfolio
0.925% of the first $1 billion; 0.85% in excess of $1 billion up to, but not
exceeding $4 billion; 0.80% in excess of $4 billion up to, but not exceeding $6
billion; 0.75% in excess of $6 billion up to, but not exceeding $8 billion; 0.65%
in excess of $8 billion up to, but not exceeding $10 billion; 0.60% of assets in
excess of $10 billion
International Portfolio............
0.925% of the first $1 billion; 0.85% in excess of $1 billion up to, but not
exceeding $4 billion; 0.80% in excess of $4 billion up to, but not exceeding $6
billion; 0.75% in excess of $6 billion up to, but not exceeding $8 billion; 0.65%
of assets in excess of $8 billion
Emerging Markets Portfolio.........
1.175% of the first $1 billion; 1.05% in excess of $1 billion up to, but not
exceeding $2 billion; 1.00% in excess of $2 billion up to, but not exceeding $3
billion; 0.90% in excess of $3 billion up to, but not exceeding $6 billion ;
0.85% of assets in excess of $6 billion
If the Adviser shall serve hereunder for less than the whole of any month,
the fee hereunder shall be prorated.
Except as herein provided, the Investment Management Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the Fund, on behalf of each Portfolio, and the Adviser
have caused this Amendment No. 5 to the Investment Management Agreement to be
executed by their duly authorized officers as of the date first above written.
XXXXXXX X. XXXXXXXXX FUND, INC. ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
---------------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxx
Title: President Title: Secretary
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