EXPENSE LIMITATION AGREEMENT
ALLIANCEBERNSTEIN L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 24, 2009
Xxxxxxx X. Xxxxxxxxx Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein L.P. herewith confirms our agreement with you as
follows:
1. You are an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act").
You propose to engage in the business of investing and reinvesting your assets
in accordance with applicable limitations. Pursuant to an Investment Management
Agreement dated as of October 2, 2000 as amended (the "Investment Management
Agreement"), you have employed us to manage the investment and reinvestment of
such assets with respect to each of the Overlay A Portfolio, Tax-Managed
Overlay A Portfolio, Overlay B Portfolio, Tax-Managed Overlay B Portfolio,
Tax-Managed Overlay C Portfolio and Tax-Managed Overlay N Portfolio (the
"Portfolios").
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Investment Management Agreement, we shall limit as provided
herein the aggregate expenses of every character incurred by the Portfolios,
including but not limited to the fees ("Advisory Fees") payable to us pursuant
to the Investment Management Agreement (the "Limitation"). Under the
Limitation, we agree that, through February 8, 2011, such expenses shall not
exceed a percentage (the "Percentage Expense Limitation") of the applicable
Portfolio's average daily net assets equal to, on an annualized basis, 1.20% in
the case of Class 1 shares and 1.00% in the case of Class 2 shares of each of
the Overlay A and Tax-Aware Overlay A Portfolios, and 0.90% in the case of
Class 1 shares and 0.75% in the case of Class 2 shares of each of the Overlay
B, Tax-Aware Overlay B, Tax-Aware Overlay C and Tax-Aware Overlay N Portfolios.
To determine our liability for expenses in excess of the Percentage
Expense Limitation, the amount of allowable fiscal-year-to-date expenses shall
be computed daily by prorating the Percentage Expense Limitation based on the
number of days elapsed within the fiscal year, or limitation period, if shorter
(the "Prorated Limitation"). The Prorated Limitation shall be compared to the
applicable Portfolio's expenses recorded through the current day in order to
produce the allowable expenses to be recorded for the current day (the
"Allowable Expenses"). If Advisory Fees and the applicable Portfolio's other
expenses for the current day exceed the Allowable Expenses, Advisory Fees for
the current day shall be reduced by such
excess ("Unaccrued Fees"). In the event such excess exceeds the amount due as
Advisory Fees, we shall be responsible for the additional excess ("Other
Expenses Exceeding Limit"). Cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit shall be paid to us in the future, provided that
(1) no such payment shall be made to us after January 31, 2013, (2) such
payment shall be made only to the extent that it does not cause the applicable
Class' aggregate expenses, on an annualized basis, to exceed the Percentage
Expense Limitation, and (3) no such payment shall be made to us to the extent
that the aggregate of such payments would exceed the amount of offering
expenses (as defined by the Financial Accounting Standards Board) recorded by
the applicable Portfolio for financial reporting purposes on or before
February 8, 2011.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing the Portfolios' expenses outside
the contours of this Agreement during any time period before or after
February 8, 2011; nor shall anything herein be construed as requiring that we
limit, waive or reimburse any of the Portfolios' expenses incurred after
February 8, 2011, or, except as expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date hereof and remain
in effect until January 31, 2013. This Agreement may be terminated by either
party hereto upon not less than 60 days' written notice to the other party.
Upon the termination or expiration hereof, we shall have no claim against the
Portfolio for any amounts not reimbursed to us pursuant to the provisions of
paragraph 2.
5. This Agreement shall be construed in accordance with the laws of the
State of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
Agreed to and accepted
as of the date first set forth above.
XXXXXXX X. XXXXXXXXX FUND, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
