Exhibit (e)(2)(c)
AMENDMENT NO. 2 TO THE DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made by and between AllianceBernstein Investment Research and
Management, Inc., formerly known as Alliance Fund Distributors, Inc. (the
"Distributor") and Xxxxxxx X. Xxxxxxxxx Fund, Inc. (the "Fund").
WHEREAS, the Distributor and the Fund are parties to a Distribution
Services Agreement dated as of February 1, 2002 (the "Distribution Agreement")
for the provision of services for the Fund's series (each, a "Portfolio") listed
on Schedule I attached to the Distribution Agreement;
WHEREAS, effective on or about December 16, 2003, new classes of shares
(collectively with the classes currently listed on Schedule I, the "Retail
Classes") of each of the Tax-Managed International Portfolio and the
International Portfolio will become subject to the Distribution Agreement; and
WHEREAS, the Distributor and the Fund desire to amend Schedule I to the
Distribution Agreement to add the Retail Classes of each of the Tax-Managed
International Portfolio and the International Portfolio to Schedule I;
NOW, THEREFORE, in consideration of the premises and covenants contained
herein, the Distributor and the Fund hereby agree as follows:
In accordance with Section 12 of the Distribution Agreement, Schedule I to
the Distribution Agreement is deleted in its entirety and replaced by Schedule I
attached hereto.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
16th day of December, 2003.
XXXXXXX X. XXXXXXXXX FUND, INC.
By: /s/ Xxxxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Assistant
General Counsel
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Acting
General Counsel
2
SCHEDULE I
New York Municipal Portfolio
----------------------------
AllianceBernstein Intermediate New York Municipal Class A shares
AllianceBernstein Intermediate New York Municipal Class B shares
AllianceBernstein Intermediate New York Municipal Class C shares
California Municipal Portfolio
------------------------------
AllianceBernstein Intermediate California Municipal Class A shares
AllianceBernstein Intermediate California Municipal Class B shares
AllianceBernstein Intermediate California Municipal Class C shares
Diversified Municipal Portfolio
-------------------------------
AllianceBernstein Intermediate Diversified Municipal Class A shares
AllianceBernstein Intermediate Diversified Municipal Class B shares
AllianceBernstein Intermediate Diversified Municipal Class C shares
Short Duration Plus Portfolio
-----------------------------
AllianceBernstein Short Duration Class A shares
AllianceBernstein Short Duration Class B shares
AllianceBernstein Short Duration Class C shares
Tax-Managed International Portfolio
-----------------------------------
AllianceBernstein Tax-Managed International Class A shares
AllianceBernstein Tax-Managed International Class B shares
AllianceBernstein Tax-Managed International Class C shares
International Portfolio
-----------------------
AllianceBernstein International Class A shares
AllianceBernstein International Class B shares
AllianceBernstein International Class C shares
