Exhibit (h)(9) EIGHTH AMENDMENT TO THE TRANSFER AGENCY AGREEMENT AGREEMENT made by and between State Street Bank and Trust Company (the "Transfer Agent") and Sanford C. Bernstein Fund, Inc. (the "Fund"). WHEREAS, the Transfer Agent and the Fund are...

                                                                  Exhibit (h)(9)

                  EIGHTH AMENDMENT TO THE TRANSFER AGENCY AGREEMENT

                  AGREEMENT made by and between State Street Bank and Trust
Company (the "Transfer Agent") and Xxxxxxx X. Xxxxxxxxx Fund, Inc. (the "Fund").

                  WHEREAS, the Transfer Agent and the Fund are parties to a
Transfer Agency Agreement dated October 12, 1988, as amended to date (the
"Transfer Agency Agreement");

                  WHEREAS, effective on or about February 1, 2002, the names of
the Xxxxxxxxx New York Municipal Portfolio, the Xxxxxxxxx California Municipal
Portfolio and the Xxxxxxxxx Diversified Municipal Portfolio of the Fund will be
changed to the New York Municipal Portfolio, the California Municipal Portfolio
and the Diversified Municipal Portfolio (each, a "Portfolio"), respectively, and
the current shares of each such Portfolio will be redesignated as the New York
Municipal Class, the California Municipal Class, and the Diversified Municipal
Class (the "Xxxxxxxxx Classes"), respectively; and

                  WHEREAS, the Transfer Agent and the Fund desire to amend the
Transfer Agency Agreement to clarify that with respect to the Portfolios, the
Transfer Agency Agreement applies only to the Xxxxxxxxx Classes of such
Portfolios;

                  NOW, THEREFORE, in consideration of the premises and covenants
contained herein, the Transfer Agent and the Fund hereby agree as follows:

                  In accordance with Paragraph 10 of the Transfer Agency
Agreement, all references in the Transfer Agency Agreement to the "Xxxxxxxxx New
York Municipal Portfolio," the "Xxxxxxxxx California Municipal Portfolio" and
the "Xxxxxxxxx Diversified Municipal Portfolio" are hereby changed to the "New
York Municipal Portfolio," the "California Municipal Portfolio" and the
"Diversified Municipal Portfolio," respectively; and

                  With respect to the Portfolios, the Transfer Agency Agreement
applies only to the Xxxxxxxxx Classes of such Portfolios.

                  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 1st day of February, 2002.

                                            XXXXXXX X. XXXXXXXXX FUND, INC.


                                            By: /s/ Xxxxxx X. Xxxxxx, Xx.
                                               ---------------------------------



                                            STATE STREET BANK AND TRUST COMPANY


                                            By: /s/ Xxx Xxxxxx
                                               ---------------------------------