AMENDMENT NO. 2 TO THE AMENDED AND RESTATED
SHAREHOLDER SERVICING AGREEMENT
AGREEMENT made by and between AllianceBernstein L.P. ("Alliance") and
the Xxxxxxx X. Xxxxxxxxx Fund, Inc. (the "Fund").
WHEREAS Alliance and the Fund are parties to a Shareholder Servicing
Agreement dated October 2, 2000, as amended to date (the "Shareholder Servicing
Agreement");
WHEREAS, effective on or about November 24, 2009, each of the Overlay A
Portfolio, Tax-Aware Overlay A Portfolio, Overlay B Portfolio, Tax-Aware
Overlay B Portfolio, Tax-Aware Overlay C Portfolio and Tax-Aware Overlay N
Portfolio (the "Portfolios") were added as new series of the Fund, each
initially consisting of two classes: Class 1 and Class 2;
WHEREAS Alliance and the Fund desire to amend the Shareholder Servicing
Agreement to add the Portfolios and classes to the list of Portfolios on whose
behalf the Shareholder Servicing Agreement applies and add such Portfolios and
classes to the schedule of fees;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, Alliance and the Fund hereby agree as follows:
In accordance with Paragraph 7 of the Shareholder Servicing Agreement,
it is mutually agreed that Appendix A to the Shareholder Servicing Agreement is
hereby amended to add the following additional series and classes of the Fund:
Overlay A Portfolio-Class 1, Tax-Aware Overlay A Portfolio-Class 1, Overlay B
Portfolio-Class 1, Tax-Aware Overlay B Portfolio-Class 1, Tax-Aware Overlay C
Portfolio-Class 1 and Tax-Aware Overlay N Portfolio-Class 1; and
In accordance with Paragraph 7 of the Shareholder Servicing Agreement,
it is mutually agreed that Appendix B to the Shareholder Servicing Agreement is
hereby amended to add the following additional series and classes of the Fund:
Portfolio/Classes Annual Fee Rate
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Overlay A Portfolio-Class 1 0.20 of 1%
Tax-Aware Overlay A Portfolio-Class 1 0.20 of 1%
Overlay B Portfolio-Class 1 0.15 of 1%
Tax-Aware Overlay B Portfolio-Class 1 0.15 of 1%
Tax-Aware Overlay C Portfolio-Class 1 0.15 of 1%
Tax-Aware Overlay N Portfolio-Class 1 0.15 of 1%
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
24th day of November 2009.
XXXXXXX X. XXXXXXXXX FUND, INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxx X. Xxxxxx
-------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
