Exhibit (d)(1)(vi)
XXXXXXX X. XXXXXXXXX FUND, INC.
AMENDMENT NO. 7 TO
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 7 AS OF NOVEMBER 9, 2010 TO THE INVESTMENT MANAGEMENT
AGREEMENT, dated as of October 2, 2000 between XXXXXXX X. XXXXXXXXX FUND, INC.,
a Maryland Corporation, (the "Fund") and ALLIANCEBERNSTEIN L.P., a Delaware
Limited Partnership (the "Adviser" or "Alliance").
Pursuant to the Investment Management Agreement between the Fund, on behalf
of each Portfolio, and the Adviser, the Fund, on behalf of each Portfolio, has
agreed to compensate the Adviser for the services it performs for, and the
facilities and personnel it provides to, each Portfolio. The Adviser and the
Fund, on behalf of each Portfolio, wish to amend the Investment Management
Agreement to modify such compensation with respect to each Portfolio.
Accordingly, the parties hereto hereby agree as follows:
Effective as of November 1, 2010, subsections (a) - (d) of Section 5 of the
Investment Management Agreement are hereby deleted in their entirety and
replaced with the following:
As compensation for the services performed and the facilities and personnel
provided by the Adviser pursuant to Section 1 of this Agreement, the Fund, on
behalf of each Portfolio, will pay the Adviser, promptly after the end of each
month, fees at the rates set forth below:
PORTFOLIO ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS OF EACH PORTFOLIO
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Short Duration California 0.45% of the first $750 million; 0.40% of assets in excess of $750
Municipal Portfolio million
Short Duration Diversified 0.45% of the first $750 million; 0.40% of assets in excess of $750
Municipal Portfolio million
Short Duration New York 0.45% of the first $750 million; 0.40% of assets in excess of $750
Municipal Portfolio million
U.S. Government Short 0.45% of the first $750 million; 0.40% of assets in excess of $750
Duration Portfolio million
Short Duration Plus Portfolio 0.45% of the first $750 million; 0.40% of assets in excess of $750
million
New York Municipal Portfolio 0.50% of the first $1 billion; 0.45% in excess of $1 billion up to,
but not exceeding $3 billion; 0.40% in excess of $3 billion up to,
but not exceeding $5 billion; 0.35% of assets in excess of $5 billion
California Municipal Portfolio 0.50% of the first $1 billion; 0.45% in excess of $1 billion up to,
but not exceeding $3 billion; 0.40% in excess of $3 billion up to,
but not exceeding $5 billion; 0.35% of assets in excess of $5 billion
Diversified Municipal Portfolio 0.50% of the first $1 billion; 0.45% in excess of $1 billion up to,
but not exceeding $3 billion; 0.40% in excess of $3 billion up to,
but not exceeding $5 billion; 0.35% in excess of $5 billion up to,
but not exceeding $7 billion ; 0.30% of assets in excess of $7 billion
Intermediate Duration Portfolio 0.50% of the first $1 billion; 0.45% in excess of $1 billion up to,
but not exceeding $3 billion; 0.40% in excess of $3 billion up to,
but not exceeding $5 billion; 0.35% in excess of $5 billion up to,
but not exceeding $7 billion ; 0.30% of assets in excess of $7 billion
Tax-Managed International 0.925% of the first $1 billion; 0.85% in excess of $1 billion up to,
Portfolio but not exceeding $4 billion; 0.80% in excess of $4 billion up to,
but not exceeding $6 billion; 0.75% in excess of $6 billion up to,
but not exceeding $8 billion; 0.65% in excess of $8 billion up to,
but not exceeding $10 billion; 0.60% of assets in excess of $10
billion
International Portfolio 0.925% of the first $1 billion; 0.85% in excess of $1 billion up to,
but not exceeding $4 billion; 0.80% in excess of $4 billion up to,
but not exceeding $6 billion; 0.75% in excess of $6 billion up to,
but not exceeding $8 billion; 0.65% of assets in excess of $8 billion
Emerging Markets Portfolio 1.175% of the first $1 billion; 1.05% in excess of $1 billion up to,
but not exceeding $2 billion; 1.00% in excess of $2 billion up to,
but not exceeding $3 billion; 0.90% in excess of $3 billion up to,
but not exceeding $6 billion ; 0.85% of assets in excess of $6 billion
Overlay A Portfolio 0.90%
Tax-Aware Overlay A Portfolio 0.90%
Overlay B Portfolio 0.65%
Tax-Aware Overlay B Portfolio 0.65%
Tax-Aware Overlay C Portfolio 0.65%
Tax-Aware Overlay N Portfolio 0.65%
With respect to each Overlay Portfolio covered by this Amendment, the
Investment Management Agreement shall have an initial term of two years
beginning as of November 23 2009, unless sooner terminated as provided in the
Investment Management Agreement.
If the Adviser shall serve hereunder for less than the whole of any month,
the fee hereunder shall be prorated.
Except as herein provided, the Investment Management Agreement shall remain
in full force and effect.
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IN WITNESS WHEREOF, the Fund, on behalf of each Portfolio, and the Adviser
have caused this Amendment No.7 to the Investment Management Agreement to be
executed by their duly authorized officers as of the date first above written.
XXXXXXX X. XXXXXXXXX FUND, INC. ALLIANCEBERNSTEIN L.P.
By: By:
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Name: Xxxxxx X. Lob Name: Xxxxxx X. Xxxxx
Title: President Title: Assistant Secretary
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