Form 485BPOS BERNSTEIN SANFORD C FUND

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January 28, 2021 5:17 PM EST

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Exhibit (d)(1)(x)

SANFORD C. BERNSTEIN FUND, INC.

AMENDMENT NO. 1 TO

INVESTMENT MANAGEMENT AGREEMENT

AMENDMENT NO. 1 AS OF NOVEMBER 13, 2020 TO THE INVESTMENT MANAGEMENT AGREEMENT, dated as of November 13, 2019 between SANFORD C. BERNSTEIN 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 13, 2020, Section 5 of the Investment Management Agreement is hereby deleted in its entirety and replaced with the following:

5. Compensation. 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

Short Duration Diversified Municipal Portfolio		0.30% of the first $750 million; 0.25% of assets in excess of $750 million

Short Duration Plus Portfolio		0.35% of the first $750 million; 0.30% of assets in excess of $750 million

New York Municipal Portfolio		0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion

California Municipal Portfolio		0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion

Diversified Municipal Portfolio		0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion up to, but not exceeding $7 billion; 0.225% of assets in excess of $7 billion


Intermediate Duration Portfolio		0.45% of the first $2.5 billion; 0.40% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.35% in excess of $5 billion up to, but not exceeding $8 billion; 0.30% of assets in excess of $8 billion

Tax-Managed International Portfolio		0.75% of the first $2.5 billion; 0.65% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.60% in excess of $5 billion

International Portfolio		0.75% of the first $2.5 billion; 0.65% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.60% in excess of $5 billion

Emerging Markets Portfolio		0.95% of the first $2.5 billion; 0.90% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.85% in excess of $5 billion

Overlay A Portfolio		0.90% of the first $2.5 billion; 0.875% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.85% of assets in excess of $5 billion

Tax-Aware Overlay A Portfolio		0.90% of the first $2.5 billion; 0.875% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.85% of assets in excess of $5 billion

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.

Except as herein provided, the Investment Management Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Fund, on behalf of each Portfolio, and the Adviser have caused this Amendment No. 1 to the Investment Management Agreement to be executed by their duly authorized officers as of the date first above written.


SANFORD C. BERNSTEIN FUND, INC.		ALLIANCEBERNSTEIN L.P.

By:	/s/ Nancy E. Hay	By:	/s/ Emilie D. Wrapp
Name:	Nancy E. Hay	Name:	Emilie D. Wrapp
Title:	Assistant Secretary	Title:	Senior Vice President
			Assistant Secretary and
			Assistant General Counsel

Exhibit (d)(2)

SANFORD C. BERNSTEIN FUND, INC.

SHAREHOLDER SERVICING AGREEMENT

SHAREHOLDER SERVICING AGREEMENT, dated as of November 13, 2019, between SANFORD C. BERNSTEIN FUND, INC., a Maryland Corporation (the “Fund”), on behalf of the portfolios of the Fund (the “Portfolios”) and the classes of the Portfolios listed on attached Appendix A, as such appendix may be amended from time to time, and ALLIANCEBERNSTEIN L.P., a Delaware limited partnership (“AB”).

In consideration of the mutual agreements herein made, the parties hereto agree as follows:

1. Duties of AB. AB shall provide shareholder servicing to the class of shares of the Portfolios listed on Appendix A from time to time, and/or their shareholders, including, but not limited to: (a) effecting proxy solicitations; (b) providing information to shareholders concerning their mutual fund investments, systematic withdrawal plans, dividend payments and reinvestments, shareholder account or transaction status, net asset value of shares, Portfolio performance, Fund services, plans and options, investment policies, Portfolio holdings and distributions and the taxation thereof; and (c) dealing with shareholder complaints and correspondence directed to or brought to the attention of AB. AB may enter into agreements with other organizations whereby some or all of AB’s duties under this Agreement may be delegated, and such organizations will be compensated therefor by AB.

2. Limitation of Liability. Subject to Section 36 of the Act, AB, and the directors, officers and employees of AB, shall not be liable to the Fund or the Portfolios for any error of judgment or mistake of law or for any loss arising out of the performance or non- performance of duties under this Agreement, except for willful misfeasance, bad faith or gross negligence in the performance of, or by reason of reckless disregard of, obligations and duties under this Agreement.

3. Indemnification. The Fund, on behalf of the Portfolios, shall indemnify and hold harmless AB, and the directors, officers, and employees of AB, against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the performance or non-performance of any duties under this Agreement, provided, however, that nothing herein shall be deemed to protect AB or any director, officer or employee thereof against any liability to the Fund or its shareholders, to which AB or any director, officer or employee thereof would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.

4. Expenses. AB shall pay all of its expenses arising from the performance of its obligations under Section 1 of this Agreement and shall pay any salaries, fees and expenses of the Directors who are employees of AB. AB shall not be required to pay any other expenses of the Fund or the Portfolios, including (a) the fees payable to AB under this Agreement and the Investment Management Agreement; (b) the fees and expenses of Directors who are not affiliated with AB; (c) the fees and expenses of the Custodian and Transfer Agent, including but not limited to fees and expenses relating to Fund accounting, pricing of the shares of the Portfolios and computation of net asset value; (d) the fees and expenses of calculating yield and/or performance of the Portfolios; (e) the charges and expenses of legal counsel and independent accountants; (f) all taxes and corporate fees payable to governmental agencies; (g) the fees of any trade association of which the Fund is a member; (h) reimbursement of the Portfolios’ share of the organization expenses of the Portfolios or the Fund; (i) the fees and

expenses involved in registering and maintaining registration of the Fund and the Portfolios’ shares with the Securities and Exchange Commission, registering the Fund as a broker or dealer and qualifying the shares of the Portfolios under state securities laws, including the preparation and printing of the registration statements and prospectuses for such purposes, allocable communications expenses with respect to investor services, all expenses of shareholders’ and Board meetings and preparing, printing and mailing proxies, prospectuses and reports to shareholders; (j) brokers’ commissions, dealers’ mark-ups and any issue or transfer taxes chargeable in connection with the Portfolios’ transactions; (k) the costs of stock certificates representing shares of the Portfolios; (l) insurance expenses, including, but not limited to, the cost of a fidelity bond, directors and officers insurance and errors and omissions insurance; and (m) litigation and indemnification expenses, expenses incurred in connection with mergers, and other extraordinary expenses not incurred in the ordinary course of the Portfolios’ business.

5. Compensation.

As compensation for the services performed by AB pursuant to Section 1 of this Agreement, the Fund, on behalf of each Portfolio, or each class of a Portfolio, will pay to AB a fee as set forth on the attached Appendix B. Nothing in this Agreement shall prohibit the Directors from approving the payment by the Fund, or any of the Portfolios, of additional compensation to others for consulting services, supplemental research and security and economic analysis.

6. Term of Agreement. This Agreement shall continue in effect with respect to any Portfolio or applicable class of a Portfolio for a period of one year only so long as such continuance is specifically approved at least annually in conformity with the requirements of the Act with regard to investment advisory contracts; provided, however, that this Agreement may be terminated at any time without the payment of any penalty, on behalf of any or all of the Portfolios or classes, by the Fund, by the Board or, with respect to any Portfolio or class, by vote of a majority of the outstanding voting securities (as defined in the Act) of that Portfolio or class, as applicable, or by AB, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the Act).

7. Miscellaneous. This Agreement may be amended by mutual written consent. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations. AB may perform the same services for other persons or entities, including other investment companies.

8. Separate Agreements. The Fund, on behalf of each Portfolio, shall be deemed to have entered into a wholly separate Agreement relating exclusively to each such Portfolio. Any amendment to or termination of this Agreement explicitly relating to one or more Portfolios shall have no effect on, and shall not be considered to amend or terminate this Agreement with respect to, any other Portfolio.

IN WITNESS WHEREOF, the Fund, on behalf of the Portfolios, and AB have caused this Agreement to be executed by their duly authorized officers as of the date first above written.


ALLIANCEBERNSTEIN L.P.

By:		/s/ Emilie D. Wrapp
		Emilie D. Wrapp
		Assistant Secretary

SANFORD C. BERNSTEIN FUND, INC.

By:		/s/ Nancy E. Hay
		Nancy E. Hay
		Assistant Secretary

APPENDIX A

PORTFOLIOS AND CLASSES

•

Short Duration Plus Portfolio – Short Duration Plus Class

•

Intermediate Duration Portfolio – Intermediate Duration Class

•

Short Duration Diversified Municipal Portfolio – Short Duration Diversified Municipal Class

•

New York Municipal Portfolio – New York Municipal Class

•

California Municipal Portfolio – California Municipal Class

•

Diversified Municipal Portfolio – Diversified Municipal Class

•

International Portfolio – International Class

•

Tax-Managed International Portfolio – Tax-Managed International Class

•

Emerging Markets Portfolio – Emerging Markets Class

•

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

•

Tax-Aware Overlay N Portfolio – Class 1

A-1

APPENDIX B

As compensation for the services performed by AB pursuant to Section 1 of this Agreement, the Fund, on behalf of the relevant Portfolio or class of shares will pay to AB, promptly after the end of each month, a fee assessed at an annual rate set forth below of the average daily net assets of each Portfolio or relevant class of the Portfolio, as applicable, during the month. If AB shall serve under this Agreement for less than the whole of any month, the fee under this Agreement shall be prorated.


Portfolio/Classes		Annual Fee Rate
Short Duration Plus Portfolio – Short Duration Plus Class		0.10 of 1%
Intermediate Duration Portfolio – Intermediate Duration Class		0.10 of 1%
Short Duration Diversified Municipal Portfolio – Short Duration		0.10 of 1%
Diversified Municipal Class
New York Municipal Portfolio – New York Municipal Class		0.10 of 1%
California Municipal Portfolio – California Municipal Class		0.10 of 1%
Diversified Municipal Portfolio – Diversified Municipal Class		0.10 of 1%
International Portfolio – International Class		0.25 of 1%
Tax-Managed International Portfolio – Tax-Managed International Class		0.25 of 1%
Emerging Markets Portfolio – Emerging Markets Class		0.25 of 1%
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%

B-1

Exhibit (e)(1)

SANFORD C. BERNSTEIN FUND, INC.

DISTRIBUTION AGREEMENT

AGREEMENT dated as of November 13, 2019 between SANFORD C. BERNSTEIN FUND, INC., a Maryland corporation (the “Fund”), on behalf of each portfolio listed on Appendix A, as amended from time to time (the “Portfolios”), and SANFORD C. BERNSTEIN & CO., LLC, a Delaware Limited Liability Company (the “Distributor”).

In consideration of the mutual covenants contained herein, the parties agree as follows:

l. Appointment of the Distributor. The Fund, on behalf of the Portfolios, hereby appoints the Distributor as its exclusive agent to sell the stock of the Portfolios (the “Shares”), on a best effort basis, and to process share purchase and redemption requests transmitted to its office and the Distributor hereby accepts such appointment. All sales by the Distributor shall be subject to acceptance by the Fund on behalf of the Portfolios. The Distributor shall be the exclusive representative of the Fund to act as principal underwriter and distributor, except that:

The exclusive rights granted to the Distributor to sell Shares on behalf of the Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Fund or any Portfolio or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Fund or any Portfolio. Such exclusive rights shall also not apply to shares issued by the Fund or any Portfolio pursuant to reinvestment of dividends or capital gains distributions.

2. Sale of Shares. The Distributor agrees that (i) all Shares sold by the Distributor shall be sold at the net asset value thereof as described in Section 3 hereof, and (ii) the Fund, on behalf of the Portfolios, shall receive 100% of such net asset value.

The Distributor may enter into agreements, in form and substance satisfactory to the Fund on behalf of the Portfolios, with dealers selected by the dealer, providing for 1) the sale to such dealers and resale by such dealers of Shares, or 2) the sale of Shares through such dealer acting as agent, either to clients of the dealer or other persons, in all cases at the Shares’ net asset value. The Fund shall have the right to suspend the sale of Shares at times when redemption is suspended pursuant to the conditions set forth in Section 4 hereof. The Fund, on behalf of the Portfolios, shall also have the right to suspend the sale of Shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other event, which, in the judgment of the Fund, makes it impracticable or inadvisable to sell the shares.

3. Net Asset Value. The Fund, on behalf of the Portfolios, agrees to supply to the Distributor, promptly after the time or times at which the net asset value for each Portfolio is determined, on each day on which the net asset value of that Portfolio is determined as set forth in the then-current Prospectus of the Fund or that Portfolio, (each such day being hereinafter called a “business day”) a statement of the net asset value per share of that Portfolio determined in the manner set forth in the then-current Prospectus and Statement of Additional Information of the Fund or the Portfolio. Each determination of net asset value per Share shall take effect as of such time or times on each business day as set forth in the then-current Prospectus of the Fund or any Portfolio and shall prevail until the time as of which the next determination is made.

The Distributor may reject any order for Shares. The Fund, on behalf of the Portfolios. or any agent of the Fund designated in writing by the Fund, shall be promptly advised of all purchase orders for Shares received by the Distributor. Any order may be rejected by the Fund (or its agent) on behalf of any Portfolio. The Fund (or its agent) will confirm orders upon their

receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment therefor, will deliver any required certificates for such Shares pursuant to the instructions of the Distributor. The Distributor agrees to cause payment and such instructions to be delivered promptly to the Fund (or its agent).

4. Repurchase or Redemption of Shares by the Fund. Any of the outstanding Shares may be tendered for redemption at any time, and the Fund, on behalf of the Portfolios, agrees to repurchase or redeem the Shares so tendered on behalf of the Portfolios in accordance with its obligations as set forth in its Articles of Incorporation, as amended from time to time, and in accordance with the applicable provisions set forth in the then-current Prospectus. The price to be paid to redeem or repurchase the Shares shall be equal to the net asset value per share determined as set forth in the then current Prospectus. All payments by the Fund on behalf of the Portfolios hereunder shall be made in the manner set forth below.

The Fund, on behalf of the Portfolio, shall pay the total amount of the redemption price as defined in the above paragraph pursuant to the instructions of the Distributor on or before the seventh business day subsequent to its having received the notice of redemption in proper form. The proceeds of any redemption of Shares shall be paid by the Fund to or for the account of the redeeming stockholder, in accordance with applicable provisions of the then-current Prospectus of the Fund or any Portfolio.

Redemption of, or payment with regard to, the Shares of any Portfolio may be suspended at times when the New York Stock Exchange is closed, when trading on said Exchange is closed, when trading on said Exchange is restricted, when an emergency exists as a result of which disposal by the Fund of securities owned by it on behalf of any Portfolio is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of any Portfolio’s net assets, or during any other period when the Securities and Exchange Commission, by order, so permits.

5. Sales Literature. The Fund, on behalf of the Portfolios, shall have the right to review, to the extent it deems appropriate, all sales literature and advertisements used by the Distributor in connection with sales of Shares. No such sales literature or advertisements shall be used if the Fund objects thereto. The Fund authorizes the Distributor, in connection with the sale or arranging for the sale of Shares, to provide only such information and to make only such statements or representations as are contained in the Fund’s or any Portfolio’s then-current Prospectus or Statement of Additional Information, sales literature or advertisements or in such financial and other statements as are furnished to the Distributor pursuant to the next paragraph. Neither the Fund nor any Portfolio shall be responsible in any way for any information provided, or statements or representations made, by the Distributor or its representatives or agents other than the information, statements and representation described in the preceding sentence.

6. Expenses. The Distributor shall pay all of its expenses arising from the performance of its obligations under Section 1 of this Agreement. The Distributor shall not be required to pay any other expenses of the Fund or the Portfolios, including (a) the fees payable to AllianceBernstein L.P. (“Alliance”) under the Investment Management Agreement and the Shareholder Servicing Agreement between the Fund and Alliance; (b) the fees and expenses of Directors who are not affiliated with the Distributor or Alliance; (c) the fees and expenses of the Custodian and Transfer Agent, including but not limited to fees and expenses relating to Fund accounting, pricing of Portfolio shares. and computation of net asset value; (d) the fees and expenses of calculating yield and/or performance of the Portfolios; (e) the charges and expenses of legal counsel and independent accountants; (f) all taxes and corporate lees payable to governmental agencies; (g) the fees of any trade association of which the Portfolios or the Fund is a member; (h) reimbursement of the Portfolios’ share of the organization expenses of the Portfolios or the Fund; (i) the fees and expenses involved in registering and maintaining

registration of the Fund and the Portfolios’ shares with the Securities and Exchange Commission (“SEC”), registering the Fund as a broker or dealer and qualifying the shares of the Portfolios under state securities laws, including the preparation and printing of the registration statements and prospectuses for such purposes, allocable communications expenses with respect to investor services, all expenses of shareholders’ and Board of Directors’ meetings and preparing, printing and mailing proxies, prospectuses and reports to shareholders; (j) brokers’ commissions, dealers’ mark-ups and any issue or transfer taxes chargeable in connection with the Portfolios’ transactions; (k) the cost of stock certificates representing shares of the Portfolios; (l) insurance expenses, including, but not limited to, the cost of a fidelity bond, directors and officers insurance and errors and omissions insurance; and (m) litigation and indemnification expenses, expenses incurred in connection with mergers, and other extraordinary expenses not incurred in the ordinary course of the Portfolios’ business.

7. Duties of the Fund. The Fund shall maintain a currently effective Registration Statement on the appropriate form and shall file with the SEC (“SEC”) such reports and other documents as may be required under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), or by the rules and regulations of the SEC thereunder. The Fund shall keep the Distributor fully informed with regard to its affairs and the affairs of the Portfolios, shall furnish the Distributor with a certified copy of all financial statements and a signed copy of each report prepared by its independent auditors, and shall cooperate fully in the efforts of the Distributor to negotiate and sell the Shares and in the performance by the Distributor of all its duties under this Agreement.

8. Indemnification. The Fund, on behalf of the Portfolios, shall indemnify and hold harmless the Distributor, and the directors, officers and employees of the Distributor, against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of its activities as a Distributor to the Fund or any Portfolio, provided, however, that nothing herein shall be deemed to protect the Distributor or any director, officer, or employee thereof against any liability to the Fund or its stockholders, to which the Distributor or any director, officer, or employee thereof would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.

9. Limitation of Liability. Subject to Section 36 of the Act, the Distributor, and the directors, officers, and employees of the Distributor, shall not be liable to the Fund or the Portfolios for any error of judgment or mistake of law or for any loss arising out of the performance or non-performance of duties under this Agreement, except for willful misfeasance, bad faith or gross negligence in the performance of, or by reason of reckless disregard of, obligations and duties under this Agreement.

10. Term of Agreement. This Agreement shall continue in effect with respect to any Portfolio for a period of more than one year from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the Act; provided, however, that this Agreement may be terminated at any time, without the payment of any penalty, by the Fund on behalf of any or all of the Portfolios, by the Board of Directors of the Fund or, with respect to any Portfolio, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Portfolio, or by the Distributor, on not more than 60 days’ nor less than 30 days’ written notice to the other party.

11. No Assignment. This Agreement may not be transferred, assigned, sold in any manner hypothecated or pledged by either party hereto, and this Agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge. The terms “transfer”, “assignment”, and “sale” as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules and regulations promulgated by the Securities and Exchange Commission thereunder.

12. Miscellaneous. This Agreement may be amended by mutual written consent. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon either of the parties, to do anything in violation of any applicable laws or regulations. The Distributor may perform the same services to other persons or other entities, including other investment companies.

13. Separate Agreements. The Fund, on behalf of each Portfolio, shall be deemed to have entered into a wholly separate Agreement relating exclusively to each such Portfolio. Any amendment to or termination of this Agreement explicitly relating to one or more Portfolios shall have no effect on, and shall not be considered to amend or terminate this Agreement with respect to, any other Portfolio.

IN WITNESS WHEREOF, the Fund, on behalf of the Portfolios, and the Distributor have caused this Agreement to be executed by their duly authorized officers as of the date first above written.


SANFORD C. BERNSTEIN FUND, INC.		SANFORD C. BERNSTEIN & CO., LLC

By:	/s/ Nancy E. Hay	By:	/s/ John R. Hession
Name: Nancy E. Hay		Name: John R. Hession
Title: Assistant Secretary		Title: Assistant Secretary

APPENDIX A

•

Short Duration Plus Portfolio – Short Duration Plus Class

•

Intermediate Duration Portfolio

•

Short Duration Diversified Municipal Portfolio

•

New York Municipal Portfolio – New York Municipal Class

•

California Municipal Portfolio – California Municipal Class

•

Diversified Municipal Portfolio – Diversified Municipal Class

•

International Portfolio – International Class

•

Tax-Managed International Portfolio – Tax-Managed International Class

•

Emerging Markets Portfolio

•

Overlay A Portfolio – Class 1 and Class 2

•

Tax-Aware Overlay A Portfolio – Class 1 and Class 2

•

Overlay B Portfolio – Class 1 and Class 2

•

Tax-Aware Overlay B Portfolio – Class 1 and Class 2

•

Tax-Aware Overlay C Portfolio – Class 1 and Class 2

•

Tax-Aware Overlay N Portfolio – Class 1 and Class 2

Exhibit (e)(2)

DISTRIBUTION SERVICES AGREEMENT

AGREEMENT made as of November 13, 2019, between SANFORD C. BERNSTEIN FUND, INC., a Maryland corporation (the “Fund”), on behalf of each of its series listed on Schedule I hereto (each, a “Portfolio”), and ALLIANCEBERNSTEIN INVESTMENTS, INC., a Delaware corporation (the “Underwriter”).

WITNESSETH

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a diversified, open-end management investment company and it is in the interest of the Fund to offer its shares for sale continuously;

WHEREAS, the Underwriter is a securities firm engaged in the business of selling shares of investment companies either directly to purchasers or through other securities dealers;

WHEREAS, the Fund and the Underwriter wish to enter into an agreement with each other with respect to the continuous offering of the Fund’s shares in order to promote the growth of the Fund and facilitate the distribution of its shares;

NOW, THEREFORE, the parties agree as follows:

SECTION 1. Appointment of the Underwriter. The Fund hereby appoints the Underwriter as the principal underwriter and distributor of the Fund to sell to the public shares of the classes of shares in the portfolios listed on Schedule I hereto, as amended from time to time, and shares of such other class or classes of the portfolios as the Fund and the Underwriter shall from time to time mutually agree in writing shall become subject to this Agreement (the “New shares”) (the Class A shares, the Class C shares, the Class R shares, the Class Z shares, the Advisor Class shares and the New shares being collectively referred to herein as the “shares”) and hereby agrees during the term of this Agreement to sell shares to the Underwriter upon the terms and conditions herein set forth.

SECTION 2. Exclusive Nature of Duties. The Underwriter shall be the exclusive representative of the Fund to act as principal underwriter and distributor of the shares except that the rights given under this Agreement to the Underwriter shall not apply to shares issued in connection with (a) the merger or consolidation of any other investment company with a Portfolio, (b) a Portfolio’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company or (c) the reinvestment in shares by the Fund’s shareholders of dividends or other distributions.

SECTION 3. Purchase of Shares from the Fund.

(a) The Underwriter shall have the right to buy from the Portfolio the shares needed to fill unconditional orders for shares of the Portfolio placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Portfolio shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based.

(b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof.

(c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with one or more of the current prospectuses and statements of additional information of the Fund (each a “Prospectus” and a “Statement of Additional Information,” respectively) under the Securities Act of 1933, as amended (the “Securities Act”), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares. an initial sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof.

(d) The net asset value of shares of each Portfolio shall be determined by the Portfolio, or any agent of the Portfolio, as of the close of regular trading on the New York Stock Exchange on each Portfolio business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund.

(e) The Fund reserves the right to suspend the offering of the shares of any Portfolio at any time in the absolute discretion of its Directors.

(f) Each Portfolio, or any agent of the Portfolio designated in writing to the Underwriter by the Portfolio, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Portfolio; provided, however, that the Portfolio will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Portfolio (or its agent) will confirm orders upon their receipt. will make appropriate book entries and, upon receipt by the Portfolio (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Portfolio in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Portfolio (or its agent).

SECTION 4. Repurchase or Redemption of Shares by the Fund.

(a) Any of the outstanding shares may be tendered for redemption at any time, and the Fund agrees on behalf of each Portfolio to redeem or repurchase the shares so tendered in accordance with its obligations as set forth in its Articles of Incorporation and in accordance with the applicable provisions set forth in the applicable Prospectus and Statement of Additional Information. The price to be paid to redeem or repurchase the shares shall be equal to the net asset value calculated in accordance with the provisions of Section 3(d) hereof, less any applicable sales charge or redemption fee. All payments by a Portfolio hereunder shall be made in the manner set forth below. The redemption or repurchase by a Portfolio of any of the Class A shares purchased by or through the Underwriter will not affect the initial sales charge secured by the Underwriter or any selected dealer or compensation paid to any selected agent (unless such selected dealer or selected agent has otherwise agreed with the Underwriter), in the course of the original sale, regardless of the length of the time period between purchase by an investor and his tendering for redemption or repurchase.

A Portfolio (or its agent) shall pay the total amount of the redemption price and, except as may be otherwise required by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and any interpretations thereof (“FINRA rules and interpretations”), the deferred

sales charges, if any, pursuant to the instructions of the Underwriter in New York Clearing House funds on or before the seventh business day subsequent to its having received the notice of redemption in proper form.

(b) Redemption of shares or payment may be suspended at times when the New York Stock Exchange is closed, when trading thereon is restricted, when an emergency exists as a result of which disposal by a Portfolio of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Portfolio fairly to determine the value of its net assets, or during any other period when the Securities and Exchange Commission, by order, so permits.

SECTION 5. Plan of Distribution.

(a) It is understood that Sections 5, 12 and 16 hereof together constitute a plan of distribution (the “Plan”) within the meaning of Rule 12b-1 adopted by the Securities and Exchange Commission under the Investment Company Act (“Rule 12b-1”).

(b) Except as may be required by FINRA rules and interpretations, the Fund will pay to the Underwriter each month a distribution services fee that will not exceed, on an annualized basis, rates listed in Schedule II, Section II.1. The distribution services fee will be used in its entirety by the Underwriter to make payments (i) to compensate broker-dealers or other persons for providing distribution assistance, (ii) to otherwise promote the sale of shares of the Portfolio, including payment for the preparation, printing and distribution of prospectuses and sales literature or other promotional activities, and (iii) to compensate broker-dealers, depository institutions and other financial intermediaries for providing administrative, accounting and other services with respect to the Portfolio’s shareholders. A portion of the distribution services fee that will not exceed, on an annualized basis, the rates listed on Schedule II, Section II.2., will constitute a service fee that will be used by the Underwriter for personal service and/or the maintenance of shareholder accounts within the meaning of FINRA rules and Interpretations.

(c) AllianceBernstein L.P., each Portfolio’s investment adviser (the “Adviser”), may, with respect to any and all classes of shares of the Fund, make payments from time to time from its own resources for the purposes described in Section 5(b) hereof.

(d) Payments to broker-dealers, depository institutions and other financial intermediaries for the purposes set forth in Section 5(b) are subject to the terms and conditions of the respective written agreements between the Underwriter and each broker-dealer, depository institution or other financial intermediary. Such agreements will be in a form satisfactory to the Directors of the Fund.

(e) The Treasurer of the Fund will prepare and furnish to the Fund’s Directors, and the Directors will review, at least quarterly, a written report complying with the requirements of Rule l2b-l setting forth all amounts expended hereunder and the purposes for which such expenditures were made.

(f) A Portfolio is not obligated to pay any distribution expenses in excess of the distribution services fee described above in Section 5(b) hereof. Any expenses of distribution of a Portfolio’s Class A shares accrued by the Underwriter in one fiscal year of the Portfolio may not be paid from distribution services fees received from the Portfolio in respect of Class A shares in another fiscal year. Any expenses of distribution of a Portfolio’s Class C shares or Class R shares accrued by the Underwriter in one fiscal year of the Portfolio may be carried forward and paid from distribution services fees received from a Portfolio in respect of such class of shares in another fiscal year. No portion of the distribution services fees received from a Portfolio in respect of Class A shares may be used to pay any interest expense, carrying charges

or other financing costs or allocation of overhead of the Underwriter. The distribution services fees received from a Portfolio in respect of Class C shares and Class R shares may be used to pay interest expenses, carrying charges and other financing costs or allocation of overhead of the Underwriter to the extent permitted by Securities and Exchange Commission rules, regulations or Securities and Exchange Commission staff no-action or Interpretative positions in effect from time to time. In the event this Agreement is terminated by either party or is not continued with respect to a class of shares as provided in Section 12 below: (i) no distribution services fees (other than current amounts accrued but not yet paid) will be owed by a Portfolio to the Underwriter with respect to that class, and (ii) a Portfolio will not be obligated to pay the Underwriter for any amounts expended hereunder not previously reimbursed by the Portfolio from distribution services fees in respect of shares of such class or recovered through deferred sales charges. The distribution services fee of a particular class may not be used to subsidize the sale of shares of any other class.

SECTION 6. Duties of the Fund and the Portfolios.

(a) The Fund shall furnish to the Underwriter copies of all information, financial statements and other papers that the Underwriter may reasonably request for use in connection with the distribution of shares of the Fund, and this shall include one certified copy, upon request by the Underwriter, of all financial statements prepared for each Portfolio by the Portfolio’s independent public accountants. The Fund shall make available to the Underwriter such number of copies of the Prospectus and Statement of Additional Information as the Underwriter shall reasonably request.

(b) Each Portfolio shall take, from time to time, but subject to any necessary approval of its shareholders, all necessary action to fix the number of authorized shares and such steps as may be necessary to register the same under the Securities Act, to the end that there will be available for sale such number of shares as the Underwriter reasonably may be expected to sell.

(c) The Fund shall use its best efforts to qualify for sale and maintain the qualification for sale of an appropriate number of its shares under the securities laws of such states as the Underwriter and the Fund may approve. Any such qualification may be withheld, terminated or withdrawn by the Fund at any time in its discretion. As provided in Section 9(b) hereof, the expense of qualification and maintenance of qualification shall be borne by the Fund. The Underwriter shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualification.

(d) The Fund will furnish, in reasonable quantities upon request by the Underwriter, copies of annual and interim reports of each Portfolio.

SECTION 7. Duties of the Underwriter.

(a) The Underwriter shall devote reasonable time and effort to effect sales of shares of each Portfolio, but shall not be obligated to sell any specific number of shares. The services hereunder of the Underwriter to the Fund are not to deemed exclusive as to the Underwriter and nothing in this Agreement shall prevent the Underwriter from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby.

(b) In selling shares of the Fund, the Underwriter shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating to the sale of such securities. Neither the Underwriter, any selected dealer, any selected agent nor any other person is authorized by the Fund to give any information or to make any

representations, other than those contained in the Fund’s Registration Statement on Form N-1A (the “Registration Statement”), as amended from time to time, under the Securities Act and the Investment Company Act or the Prospectus and Statement of Additional Information or in any sales literature specifically approved in writing by the Fund.

(c) The Underwriter shall adopt and follow procedures, as approved by the appropriate officers of the Fund, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the FINRA, as such requirements may from time to time exist.

SECTION 8. Selected Dealer and Agent Agreements.

(a) The Underwriter shall have the right to enter into selected dealer agreements with securities dealers of its choice (“selected dealers”) and selected agent agreements with depository institutions and other financial intermediaries of its choice (“selected agents”) for the sale of shares and therein the portion of the sales charge that may be allocated to the selected dealers and selected agents; provided, that the Fund shall approve the forms of agreements with selected dealers and selected agents and the selected dealer and selected agent compensation set forth therein. Shares sold to selected dealers or through selected agents shall be for resale by such selected dealers and for sale through such selected agents only at the public offering price set forth in the Prospectus and/or Statement of Additional Information.

(b) Within the United States, the Underwriter shall offer and sell shares only to such selected dealers as are members in good standing of FINRA.

SECTION 9. Payment of Expenses.

(a) Each Portfolio shall bear all costs and expenses of the Portfolio, including fees and disbursements of its counsel and auditors in connection with the preparation and filing of the Fund’s Registration Statement and Prospectus and Statement of Additional Information and all amendments and supplements thereto, and preparing and mailing annual and interim reports and proxy materials to shareholders (including but not limited to the expense of printing any such registration statements, prospectuses, annual or interim reports or proxy materials).

(b) Each Portfolio shall bear the cost of expenses of qualification of shares for sale, and, if necessary or advisable in connection therewith, of qualifying the Portfolio as an issuer or as a broker or dealer, in such states of the United States or other jurisdiction as shall be selected by the Fund and the Underwriter pursuant to Section 6(c) hereof and the cost and expenses payable to each such state for continuing qualification therein until the Fund decides to discontinue such qualification pursuant to Section 6(c) hereof.

SECTION 10. Indemnification.

(a) The Fund shall indemnify, defend and hold the Underwriter, and any person who controls the Underwriter within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Underwriter or any such controlling person may incur, under the Securities Act, or under common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the Fund’s Registration Statement, Prospectus or Statement of Additional Information in effect from time to time under the Securities Act or arising out of or based upon any alleged omission to state a material fact

required to be stated in any one thereof or necessary to make the statements in any one thereof not misleading; provided, however, that in no event shall anything herein contained be so construed as to protect the Underwriter against any liability to the Fund or its security holders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of the Underwriter’s reckless disregard of its obligations and duties under this Agreement. The Fund’s agreement to indemnify the Underwriter and any such controlling person as aforesaid is expressly conditioned upon the Fund’s being notified of the commencement of any action brought against the Underwriter or any such controlling person, such notification to be given by letter or by telegram addressed to the Fund at its principal office in New York, New York, and sent to the Fund by the person against whom such action is brought within ten days after the summons or other first legal process shall have been served. The failure to so notify the Fund of the commencement of any such action shall not relieve the Fund from any liability which. it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity agreement contained in this Section 10. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, and to retain counsel of good standing chosen by the Fund and approved by the Underwriter. In the event the Fund does not elect to assume the defense of any such suit and retain counsel of good standing approved by the Underwriter, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but if the Fund does not elect to assume the defense of any such suit, or in case the Underwriter does not approve of counsel chosen by the Fund, the Fund will reimburse the Underwriter or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Underwriter or any such person. The indemnification agreement contained in this Section 10 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling person and shall survive the sale of any of the Fund’s shares made pursuant to subscriptions obtained by the Underwriter. This agreement of indemnity will inure exclusively to the benefit of the Underwriter, to the benefit of its successors and assigns, and to the benefit of any controlling persons and their successors and assigns. The Fund shall promptly notify the Underwriter of the commencement of any litigation or proceeding against the Fund in connection with the issue and sale of any of its shares.

(b) The Underwriter shall indemnify, defend and hold the Fund, its several officers and Directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities, and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Directors, or any such controlling person may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability, or expense incurred by the Fund, its officers, Directors or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by the Underwriter to the Fund for use in its Registration Statement, Prospectus or Statement of Additional Information in effect from time to time under the Securities Act, or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement, Prospectus or Statement of Additional Information or necessary to make such information not misleading. The Underwriter’s agreement to indemnify the Fund, its officers and Directors, and any such controlling person as aforesaid is expressly conditioned upon the Underwriter being notified of the commencement of any action brought against the Fund, its officers or Directors or any such controlling person, such notification to be given by letter or telegram addressed to the Underwriter at its principal office in New York, and sent to the Underwriter by the person against whom such action is brought, within ten days after the summons or other first legal process shall have been served. The Underwriter shall have a right to control the defense of such

action, with counsel of its own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on its part, and in any other event the Underwriter and the Fund, and their officers and Directors or such controlling person, shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify the Underwriter of the commencement of any such action shall not relieve the Underwriter from any liability which it may have to the Fund, to its officers and Directors, or to such controlling person by reason of any such untrue statement or omission on the part of the Underwriter otherwise than on account of the indemnity agreement contained in this Section 10.

SECTION 11. Notification by the Fund.

The Fund shall advise the Underwriter immediately:

(a) of any request by the Securities and Exchange Commission for any amendment to the Fund’s Registration Statement, Prospectus or Statement of Additional Information or for additional information,

(b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the Fund’s Registration Statement, Prospectus or Statement of Additional Information or the initiation of any proceeding for that purpose,

(c) of the happening of any material event which makes untrue any statement made in the Fund’s Registration Statement, Prospectus or Statement of Additional Information or which requires the making of a change in any one thereof in order to make the statements therein not misleading, and

(d) of all actions of the Securities and Exchange Commission with respect to any amendment to the Fund’s Registration Statement, Prospectus or Statement of Additional Information which may from time to time be filed with the Securities and Exchange Commission under the Securities Act

SECTION 12. Term of Agreement.

(a) This Agreement shall become effective on the date hereof and shall continue in effect for a term of one year and will continue in effect thereafter with respect to Class A and Class C shares of a Portfolio so long as its continuance with respect to that class is specifically approved annually by the Directors of the Fund or by vote of the holders of a majority of the outstanding voting securities (as defined in the Investment Company Act) of that class, and, ·in either case, by a majority of the Directors of the Fund who are not parties to this Agreement or. interested persons, as defined in the Investment Company Act, of any such party (other than as Directors of the Fund) and who have no direct or indirect financial interest in the operation of the Plan or any agreement related thereto; provided, however, that if the continuation of this Agreement is not approved as to a class or a Portfolio, the Underwriter may continue to render to such class or Portfolio the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. This Agreement may be terminated (i) by the Fund with respect to any class or Portfolio at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities (as so defined) of such class or Portfolio, or by a vote of a majority of the Directors of the Fund who are not interested persons, as defined in the Investment Company Act; of the Fund (other than as Directors of the Fund) and have no direct and indirect financial interest in the operation of the Plan or any agreement related thereto, in any such event on sixty days’ written notice to the Underwriter; provided, however, that no such notice shall be required if such termination is stated by the Fund to relate only to Sections 5 and 16 hereof (in which event Sections 5 and 16 shall be deemed to have been severed herefrom and all other provisions of this Agreement shall continue in full force and effect), or (ii) by the Underwriter with respect to any Portfolio on sixty days’ written notice to the Fund.

(b) This Agreement may be amended at any time with the approval of the Directors of the Fund, provided that (i) any material amendments of the terms hereof will become effective only upon approval as provided in the first sentence of Section 12(a) hereof, and (ii) any amendment to increase materially the amount to be expended for distribution services fees pursuant to Section 5(b) hereof will be effective only upon the additional approval by a vote of a majority of the outstanding voting securities as defined in the Investment Company Act of the class affected.

SECTION 13. No Assignment. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto, and this Agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge. The terms “transfer”, “assignment”, and “sale” as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.

SECTION 14. Notices. Any notice required or permitted to be given hereunder by either party to the other shall be deemed sufficiently given if sent by registered mail, postage prepaid, addressed by the party giving such notice to the other party at the last address furnished by such other party to the party given notice; and unless and until changed pursuant to the foregoing provisions hereof addressed to the Fund or the Underwriter.

SECTION 15. Governing Law. The provisions of this Agreement shall be, to the extent applicable, construed and interpreted in accordance with the laws of the State of New York.

SECTION 16. Disinterested Directors of the Fund. While this Agreement is in effect, the selection and nomination of the Directors who are not “interested persons” of the Fund (as defined in the Investment Company Act)will be committed to the discretion of such disinterested Directors.

SECTION 17. Separate Agreements. The Fund, on behalf of each Portfolio, shall be deemed to have entered into a wholly separate Agreement relating exclusively to each such Portfolio. Any amendment to or termination of this Agreement explicitly relating to one or more Portfolios shall have no effect on, and shall not be considered to amend or terminate this Agreement with respect to, any other Portfolio.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


SANFORD C. BERNSTEIN FUND, INC.

By:		/s/ Emilie D. Wrapp
		Emilie D. Wrapp
		Secretary

ALLIANCEBERNSTEIN INVESTMENTS, INC.

By:		/s/ Nancy E. Hay
		Nancy E. Hay
		Assistant Secretary

Accepted as to

Sections 5, 12 and 16

as of November 13, 2019:

ALLIANCEBERNSTEIN L.P.

By:


By:		/s/ Emilie D. Wrapp
		Emilie D. Wrapp
		Senior Vice President, Assistant Secretary
		and Assistant General Counsel

SCHEDULE I

New York Municipal Portfolio

AB Intermediate New York Municipal Class A shares

AB Intermediate New York Municipal Class C shares

AB Intermediate New York Municipal Class Z shares

AB Intermediate New York Municipal Advisor Class shares

California Municipal Portfolio

AB Intermediate California Municipal Class A shares

AB Intermediate California Municipal Class C shares

AB Intermediate California Municipal Class Z shares

AB Intermediate California Municipal Advisor Class shares

Diversified Municipal Portfolio

AB Intermediate Diversified Municipal Class A shares

AB Intermediate Diversified Municipal Class C shares

AB Intermediate Diversified Municipal Class Z shares

AB Intermediate Diversified Municipal Advisor Class shares

Short Duration Plus Portfolio

AB Short Duration Class A shares

AB Short Duration Class C shares

AB Short Duration Class R shares

International Portfolio

AB International Class A shares

AB International Class C shares

AB International Class R shares

AB International Class Z shares

Tax-Managed International Class Portfolio

AB Tax-Managed International Class A shares

AB Tax-Managed International Class C shares

AB Tax-Managed International Class Z shares

Emerging Markets Portfolio

AB Emerging Markets Portfolio Class Z Shares

Intermediate Duration Portfolio

AB Intermediate Duration Class A shares

AB Intermediate Duration Advisor Class shares

AB Intermediate Duration Class Z shares

SCHEDULE II

SECTION II.1.

•

.30% of the aggregate average daily net assets of the Portfolio attributable to the Class A shares

•

1.00% of the aggregate average daily net assets of the Portfolio attributable to the Class C shares

•

.50% of the aggregate average daily net assets of the Portfolio attributable to the Class R shares

SECTION II.2.

•

.25% of the aggregate average daily net assets of the Portfolio attributable to the Class A shares

•

.25% of the aggregate average daily net assets of the Portfolio attributable to the Class C shares

•

.25% of the aggregate average daily net assets of the Portfolio attributable to the Class R shares

Exhibit (j)(1)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Sanford C. Bernstein Fund, Inc. and Bernstein Fund, Inc. of our reports dated November 24, 2020 relating to the financial statements and financial highlights, which appear in the International Portfolio’s, Tax-Managed International Portfolio’s, Emerging Markets Portfolio’s, Intermediate Duration Portfolio’s, Short Duration Plus Portfolio’s, Short Duration Diversified Municipal Portfolio’s, New York Municipal Portfolio’s, California Municipal Portfolio’s, Diversified Municipal Portfolio’s, Overlay A Portfolio’s, Tax-Aware Overlay A Portfolio’s, Overlay B Portfolio’s, Tax-Aware Overlay B Portfolio’s, Tax-Aware Overlay C Portfolio’s, Tax-Aware Overlay N Portfolio’s (each a separate series of Sanford C. Bernstein Fund, Inc.), International Strategic Equities Portfolio’s, International Small Cap Portfolio’s and Small Cap Core Portfolio’s (each a separate series of Bernstein Fund, Inc.) Annual Reports on Form N-CSR for the year ended September 30, 2020. We also consent to the references to us under the headings “Financial Highlights”, “Independent Registered Public Accounting Firm and Financial Statements”, “Statements and Reports” and “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

January 28, 2021

Exhibit (j)(2)

CONSENT OF WILLKIE FARR & GALLAGHER LLP

We hereby consent to the reference to our firm included in the Statement of Additional Information of Sanford C. Bernstein Fund, Inc. filed as part of Post-Effective Amendment No. 88 to the Registration Statement (File No. 33-21844) and to the use of our opinion of counsel, incorporated by reference to Exhibit (i) to Post-Effective Amendment No. 43 to the Registration Statement on Form N-1A (File No. 33-21844).

/s/ Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP

New York, New York

January 28, 2021

Exhibit (j)(8)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby revokes all prior powers granted by the undersigned to the extent inconsistent herewith and constitutes and appoints Nancy E. Hay, Eric C. Freed, Stephen J. Laffey, Richard A. Leahy and Emilie D. Wrapp and each of them, to act severally as attorney-in-fact and agent, with power of substitution and resubstitution, for the undersigned in any and all capacities, solely for the purpose of signing the Registration Statement, or any amendments thereto, on Form N-1A and any other filings of:

—Sanford C. Bernstein Fund, Inc.

—Bernstein Fund, Inc.

and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

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