(d)(2)
AMENDED AND RESTATED
XXXXXXX X. XXXXXXXXX FUND, INC.
SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER SERVICING AGREEMENT, dated as of October 2, 2000, as amended and
restated on February 26, 2003, between XXXXXXX X. XXXXXXXXX FUND, INC., a
Maryland Corporation (the "Fund"), on behalf of the portfolios of the Fund (the
"Portfolios") and the classes of the Portfolios listed on attached Appendix A,
as such appendix may be amended from time to time, and ALLIANCE CAPITAL
MANAGEMENT L.P., a Delaware limited partnership ("Alliance").
In consideration of the mutual agreements herein made, the parties hereto
agree as follows:
1. Duties of Alliance. Alliance shall provide shareholder servicing to the
class of shares of the Portfolios listed on Appendix A from time to time,
and/or their shareholders, including, but not limited to: (a) effecting
proxy solicitations; (b) providing information to shareholders concerning
their mutual fund investments, systematic withdrawal plans, dividend
payments and reinvestments, shareholder account or transaction status, net
asset value of shares, Portfolio performance, Fund services, plans and
options, investment policies, Portfolio holdings and distributions and the
taxation thereof; and (c) dealing with shareholder complaints and
correspondence directed to or brought to the attention of Alliance.
Alliance may enter into agreements with other organizations whereby some or
all of Alliance's duties under this Agreement may be delegated, and such
organizations will be compensated therefor by Alliance.
2. Limitation of Liability. Subject to Section 36 of the Act, Alliance, and
the directors, officers and employees of Alliance, shall not be liable to
the Fund or the Portfolios for any error of judgment or mistake of law or
for any loss arising out of the performance or non-performance of duties
under this Agreement, except for willful misfeasance, bad faith or gross
negligence in the performance of, or by reason of reckless disregard of,
obligations and duties under this Agreement.
3. Indemnification. The Fund, on behalf of the Portfolios, shall indemnify and
hold harmless Alliance, and the directors, officers, and employees of
Alliance, against any loss, liability, claim, damage or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, claim, damage or expenses and reasonable counsel fees incurred
in connection therewith) arising out of the performance or non-performance
of any duties under this Agreement, provided, however, that nothing herein
shall be deemed to protect Alliance or any director, officer or employee
thereof against any liability to the Fund or its shareholders, to which
Alliance or any director, officer or employee thereof would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of reckless disregard of obligations
and duties under this Agreement.
4. Expenses. Alliance shall pay all of its expenses arising from the
performance of its obligations under Section 1 of this Agreement and shall
pay any salaries, fees and expenses of the Directors who are employees of
Alliance. Alliance shall not be required to pay any other expenses of the
Fund or the Portfolios, including (a) the fees payable to Alliance under
this Agreement and the Investment Management Agreement; (b) the fees and
expenses of Directors who are not affiliated with Alliance; (c) the fees
and expenses of the Custodian and Transfer Agent, including but not limited
to fees and expenses relating to Fund accounting, pricing of the shares of
the Portfolios and computation of net asset value; (d) the fees and
expenses of calculating yield and/or performance of the Portfolios; (e) the
charges and expenses of legal counsel and independent accountants; (f) all
taxes and corporate fees payable to governmental agencies; (g) the fees of
any trade association of which the Fund is a member; (h) reimbursement of
the Portfolios' share of the organization expenses of the Portfolios or the
Fund; (i) the fees and expenses involved in registering and maintaining
registration of the Fund and the Portfolios' shares with the Securities and
Exchange Commission, registering the Fund as a broker or dealer and
qualifying the shares of the Portfolios under state securities laws,
including the preparation and printing of the registration statements and
prospectuses for such purposes, allocable communications expenses with
respect to investor services, all expenses of shareholders' and Board
meetings and preparing, printing and mailing proxies, prospectuses and
reports to shareholders; (j) brokers' commissions, dealers' xxxx-ups and
any issue or transfer taxes chargeable in connection with the
Portfolios' transactions; (k) the cost of stock certificates representing
shares of the Portfolios; (l) insurance expenses, including, but not
limited to, the cost of a fidelity bond, directors and officers insurance
and errors and omissions insurance; and (m) litigation and indemnification
expenses, expenses incurred in connection with mergers, and other
extraordinary expenses not incurred in the ordinary course of the
Portfolios' business.
5. Compensation.
As compensation for the services performed by Alliance pursuant to Section
1 of this Agreement, the Fund, on behalf of each Portfolio, or each class
of a Portfolio, will pay to Alliance a fee as set forth on the attached
Appendix B. Nothing in this Agreement shall prohibit the Directors from
approving the payment by the Fund, or any of the Portfolios, of additional
compensation to others for consulting services, supplemental research and
security and economic analysis.
6. Term of Agreement. This Agreement shall continue in effect with respect to
any Portfolio or applicable class of a Portfolio for a period of more than
two years from the initial effective date only so long as such continuance
is specifically approved at least annually in conformity with the
requirements of the Act with regard to investment advisory contracts;
provided, however, that this Agreement may be terminated at any time
without the payment of any penalty, on behalf of any or all of the
Portfolios or classes, by the Fund, by the Board or, with respect to any
Portfolio or class, by vote of a majority of the outstanding voting
securities (as defined in the Act) of that Portfolio or class, as
applicable, or by Alliance, on not more than 60 days' nor less than 30
days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the Act).
7. Miscellaneous. This Agreement may be amended by mutual written consent.
This Agreement contains the entire agreement between the parties hereto and
supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
Anything herein to the contrary notwithstanding, this Agreement shall not
be construed to require, or to impose any duty upon, either of the parties
to do anything in violation of any applicable laws or regulations. Alliance
may perform the same services for other persons or entities, including
other investment companies.
IN WITNESS WHEREOF, the Fund, on behalf of the Portfolios, and Alliance
have caused this Agreement to be executed by their duly authorized officers as
of the date first above written.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
/s/ Xxxxxx X. Xxxxxx, Xx.
By:
XXXXXXX X. XXXXXXXXX FUND, INC.
/s/ Xxxxxx X. Xxxxxx, Xx.
2
APPENDIX A
PORTFOLIOS AND CLASSES
o U.S. Government Short Duration Portfolio*
o Short Duration Plus Portfolio - Short Duration Plus Class
o Intermediate Duration Portfolio*
o Diversified Municipal Portfolio - Diversified Municipal Class
o California Municipal Portfolio - California Municipal Class
o New York Municipal Portfolio - New York Municipal Class
o Short Duration Diversified Municipal Portfolio*
o Short Duration California Municipal Portfolio*
o Short Duration New York Municipal Portfolio*
o Tax-Managed International Value Portfolio*
o International Value Portfolio II*
o Emerging Markets Value Portfolio*
--------------------------------
*The Portfolio offers only a single class of shares, which is subject to
this Agreement.
X-0
XXXXXXXX X
As compensation for the services performed by Alliance pursuant to Section
1 of this Agreement, the Fund, on behalf of the relevant Portfolio or class of
shares will pay to Alliance, promptly after the end of each month, a fee
assessed at an annual rate set forth below of the average daily net assets of
each Portfolio or relevant class of the Portfolio, as applicable, during the
month. If Alliance shall serve under this Agreement for less than the whole of
any month, the fee under this Agreement shall be prorated.
Portfolio/Classes Annual Fee Rate
U.S. Government Short Duration Portfolio 0.10 of 1%
Short Duration Plus Portfolio-Short Duration Plus Class 0.10 of 1%
Intermediate Duration Portfolio 0.10 of 1%
Diversified Municipal Portfolio-Diversified Municipal Class 0.10 of 1%
California Municipal Portfolio-California Municipal Class 0.10 of 1%
New York Municipal Portfolio-New York Municipal Class 0.10 of 1%
Short Duration Diversified Municipal Portfolio 0.10 of 1%
Short Duration California Municipal Portfolio 0.10 of 1%
Short Duration New York Municipal Portfolio 0.10 of 1%
Emerging Markets Value Portfolio 0.25 of 1%
International Value Portfolio II 0.25 of 1%
Tax-Managed International Value Portfolio 0.25 of 1%
B-1
