EXHIBIT (h)(2) EXPENSE LIMITATION AGREEMENT ALLIANCE CAPITAL MANAGEMENT L.P. 1345 Avenue of the Americas New York, New York 10105Expense Limitation Agreement • April 1st, 2002 • Bernstein Sanford C Fund Ii Inc • New York
BETWEENAgency and Service Agreement • April 1st, 2002 • Bernstein Sanford C Fund Ii Inc • Massachusetts
EXHIBIT (d) FORM OF ADVISORY AGREEMENT SANFORD C. BERNSTEIN FUND II, INC. 1345 Avenue of the Americas New York, New York 10105Bernstein Sanford C Fund Ii Inc • April 1st, 2002 • New York
Alliance Capital Management 1345 Avenue of the Americas 32nd Floor New York, NY 10105 INITIAL CAPITAL AGREEMENTBernstein Sanford C Fund Ii Inc • April 1st, 2002
It is our understanding that Sanford C. Bernstein Fund II, Inc. (the "Corporation") proposes to sell shares of common stock (the "Shares") of the various investment portfolios (the "Portfolios") of the Corporation pursuant to a registration statement on Form N-1A filed with the Securities and Exchange Commission. In order to provide the Corporation with a net worth of at least $100,000 as required by Section 14 of the Investment Company Act of 1940, as amended, we hereby offer to purchase 8,000 shares of common stock of the Corporation's Bernstein Intermediate Duration Institutional Portfolio for $12.50 per Share.
WITNESSETH:Custodian Agreement • April 1st, 2002 • Bernstein Sanford C Fund Ii Inc • Massachusetts
WITNESSETHDistribution Agreement • April 1st, 2002 • Bernstein Sanford C Fund Ii Inc
