▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ FUND, INC.
AMENDMENT NO. 6 TO
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 6 AS OF NOVEMBER 23, 2009 TO THE INVESTMENT MANAGEMENT
AGREEMENT, dated as of October 2, 2000 between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ FUND, INC.,
a Maryland Corporation, (the "Fund") and ALLIANCEBERNSTEIN L.P., a Delaware
Limited Partnership (the "Adviser" or "Alliance").
The Adviser and the Fund wish to amend the Investment Management Agreement
to add six new Portfolios. Accordingly, the parties hereto hereby agree as
follows:
1. Each of 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 (each, an "Overlay Portfolio" and
collectively, the "Overlay Portfolios") is included as a "Portfolio" under
the Investment Management Agreement for all purposes.
2. As compensation for the services performed and the facilities and
personnel provided by the Adviser pursuant to Section 1 of the Investment
Management Agreement, the Fund, on behalf of each Overlay Portfolio, will
pay the Adviser, promptly after the end of each month, fees at the rates
set forth below:
Annual Percentage of
Average Daily Net Assets of
Portfolio Each Portfolio
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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%
If the Adviser shall serve hereunder for less than the whole of any month,
the fee hereunder shall be prorated.
3. 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 the date of this Amendment, unless sooner terminated as
provided in the Investment Management Agreement.
Except as herein provided, the Investment Management Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Fund, on behalf of each Overlay Portfolio, and the
Adviser have caused this Amendment No. 6 to the Investment Management Agreement
to be executed by their duly authorized officers as of the date first above
written.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ FUND, INC. ALLIANCEBERNSTEIN L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- By: --------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: Assistant Secretary
