Exhibit (h)(15) AMENDMENT NO. 2 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...

                                                                 Exhibit (h)(15)

                AMENDMENT NO. 2 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, new classes of shares (collectively with the classes currently
listed on Schedule I, the "Retail Classes") of each of the Tax-Managed
International Portfolio, the International Portfolio and 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 add the Retail Classes of each of the Tax-Managed
International Portfolio, the International Portfolio and the Short Duration
Plus Portfolio;

     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
16th day of December, 2003.

                    XXXXXXX X. XXXXXXXXX FUND, INC.

                    By: /s/ Xxxxxxxxx Xxxxx
                        ------------------------------------

                    Name: Xxxxxxxxx Xxxxx

                    Title: Assistant Secretary


                    ALLIANCE GLOBAL INVESTORS SERVICES,  INC.

                    By: /s/ Xxxxxx X. Xxxxxxx
                        ------------------------------------

                    Name: Xxxxxx X. Xxxxxxx

                    Title: Senior Vice President and Assistant 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 Class A shares
AllianceBernstein Short Duration Class B shares
AllianceBernstein Short Duration Class C shares
AllianceBernstein Short Duration Class R 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
AllianceBernstein International Class R shares