h)(11)(b) AMENDMENT NO. 1 TO THE TRANSFER AGENCY AGREEMENT AGREEMENT made by and between Alliance Global Investor Services, Inc. ("AGIS") and Sanford C. Bernstein Fund, Inc. (the "Fund"). WHEREAS, AGIS and the Fund are parties to a Transfer Agency...

                                                                      (h)(11)(b)

      AMENDMENT NO. 1 TO THE TRANSFER AGENCY AGREEMENT


     AGREEMENT made by and between Alliance Global Investor Services, Inc.
("AGIS") and Xxxxxxx X. Xxxxxxxxx Fund, Inc. (the "Fund").

     WHEREAS, AGIS and the Fund are parties to a Transfer Agency Agreement dated
as of February 1, 2002 for the provision of services for the Fund's series
(each, a "Portfolio") listed on Schedule I attached to the Transfer Agency
Agreement;

     WHEREAS, effective on or about February 26, 2003, the names of the classes
of the Portfolios currently listed on Schedule I to the Transfer Agency
Agreement will be redesignated and new classes of shares (collectively with the
classes to be redesignated, the "Retail Classes") of the Short Duration Plus
Portfolio will become subject to the Transfer Agency Agreement; and

     WHEREAS, AGIS and the Fund desire to amend Schedule I to the Transfer
Agency Agreement to (1) update the names of the Retail Classes of the Portfolios
currently listed on Schedule I; and (2) add the Retail Classes of the Short
Duration Plus Portfolio to Schedule I;

     NOW, THEREFORE, in consideration of the premises and covenants contained
herein, AGIS and the Fund hereby agree as follows:

     In accordance with Section 28 of the Transfer Agency Agreement, Schedule I
to the Transfer Agency 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
26th day of February, 2003.

                           XXXXXXX X. XXXXXXXXX FUND, INC.

                           By: /s/ Xxxxxx X. Xxxxxx, Xx.
                               ------------------------------
                                    Xxxxxx X. Xxxxxx, Xx.
                                    Secretary


                           ALLIANCE GLOBAL INVESTOR SERVICES, INC.

                           By: /s/ Xxxxxx X. Xxxxxx, Xx.
                               --------------------------------
                                    Xxxxxx X. Xxxxxx, Xx.
                                    Senior Vice President and General Counsel




                                                                      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 Plus Class A shares
AllianceBernstein Short Duration Plus Class B shares
AllianceBernstein Short Duration Plus Class C shares