Alliancebernstein Cap Fund, Inc. Sample Contracts

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WITNESSETH
Transfer Agency Agreement • October 28th, 2016 • Ab Cap Fund, Inc.
WITNESSETH
Distribution Services Agreement • October 28th, 2016 • Ab Cap Fund, Inc.
ALLIANCEBERNSTEIN L.P. 1345 Avenue of the Americas New York, New York 10105
Waiver Agreement • February 28th, 2017 • Ab Cap Fund, Inc. • New York
AllianceBernstein Long/Short Multi-Manager Fund INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 9th, 2014 • Alliancebernstein Cap Fund, Inc. • New York

AGREEMENT made this day of June, 2014, between AllianceBernstein L.P., a Delaware limited partnership (the “Adviser”), and Sirios Capital Management, L.P., a Delaware limited partnership (the “Sub-Adviser”).

AB Multi-Manager Alternative Strategies Fund INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 28th, 2016 • Ab Cap Fund, Inc. • New York

AGREEMENT made this 11th day of January, 2016, between AllianceBernstein L.P., a Delaware limited partnership (the “Adviser”), and One River Asset Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

Exhibit 99(h)(38) EXPENSE LIMITATION AGREEMENT ALLIANCEBERNSTEIN L.P. 1345 Avenue of the Americas New York, New York 10105
Expense Limitation Agreement • February 29th, 2016 • Ab Cap Fund, Inc. • New York
Exhibit (d)(2) INVESTMENT ADVISORY FEE WAIVER AGREEMENT
Alliancebernstein Cap Fund, Inc. • February 28th, 2014 • New York
EXPENSE LIMITATION AGREEMENT ALLIANCEBERNSTEIN L.P. New York, New York 10105
Expense Limitation Agreement • May 8th, 2015 • Ab Cap Fund, Inc. • New York
AMENDMENT NO. 1 to INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 28th, 2016 • Ab Cap Fund, Inc. • New York

This AMENDMENT No. 1 (this “Amendment”) dated November 30, 2015 by and between AllianceBernstein L.P. (the “Adviser”) and Passport Capital, LLC (the “Sub-Adviser”) to the Investment Sub-Advisory Agreement dated July 31, 2014 by and between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings given to those terms in the Sub-Advisory Agreement.

AllianceBernstein Multi-Manager Alternative Strategies Fund INVESTMENT SUB- ADVISORY AGREEMENT
Sub-Advisory Agreement • September 29th, 2015 • Ab Cap Fund, Inc. • New York

AGREEMENT made this day of , 2014, between AllianceBernstein L.P., a Delaware limited partnership (the “Adviser”), and Halcyon Liquid Strategies IC Management LP (the “Sub-Adviser”).

EXPENSE LIMITATION AGREEMENT — AB FLEXFEE CORE OPPORTUNITIES PORTFOLIO
Expense Limitation Agreement • April 30th, 2018 • Ab Cap Fund, Inc. • New York
SECURITIES LENDING AND SERVICES AGREEMENT BETWEEN ALLIANCEBERNSTEIN CAP FUND, INC., ON BEHALF OF ITS SERIES LISTED ON SCHEDULE C AND STATE STREET BANK AND TRUST COMPANY
Securities Lending and Services Agreement • July 29th, 2014 • Alliancebernstein Cap Fund, Inc. • Massachusetts

Agreement (the “Agreement”) dated the day of , 2014 between AllianceBernstein Cap Fund, Inc., on behalf of its series listed on Schedule C, acting severally and not jointly (each, a “Borrower”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), setting forth the terms and conditions under which State Street, acting as principal and not as agent on behalf of any party, may from time to time lend certain securities to the Borrower against the receipt of Securities Loan Collateral, as defined herein.

FORM OF EXPENSE LIMITATION AGREEMENT – AB PERFORMANCE FEE SERIES – EMERGING MARKETS GROWTH PORTFOLIO
Expense Limitation Agreement • March 10th, 2017 • Ab Cap Fund, Inc. • New York
DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • October 28th, 2020 • Ab Cap Fund, Inc.

AGREEMENT made as of November 13, 2019 between AB CAP FUND, INC. a Maryland corporation (the “Fund”), and ALLIANCEBERNSTEIN INVESTMENTS, INC., a Delaware corporation (the “Underwriter”).

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WITNESSETH
Distribution Services Agreement • October 6th, 2009 • Alliancebernstein Cap Fund,inc
AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • November 29th, 2017 • Ab Cap Fund, Inc.
EXPENSE LIMITATION AGREEMENT ALLIANCEBERNSTEIN L.P. New York, New York 10105
Expense Limitation Agreement • February 6th, 2015 • Ab Cap Fund, Inc. • New York
FORM OF EXPENSE LIMITATION AGREEMENT ALLIANCEBERNSTEIN L.P.
Expense Limitation Agreement • May 4th, 2018 • Ab Cap Fund, Inc. • New York
EXPENSE LIMITATION AGREEMENT ALLIANCEBERNSTEIN L.P. New York, New York 10105
Expense Limitation Agreement • November 29th, 2019 • Ab Cap Fund, Inc. • New York
AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • April 30th, 2019 • Ab Cap Fund, Inc.

THIS AMENDMENT TO CUSTODIAN AGREEMENT (this "Amendment") is made as of July __, 2018 by and between (i) each of the funds listed on Appendix A to the Agreement (as defined below) and each of the funds on behalf of each of its portfolios (if any, and which may be listed on Appendix A and updated from time to time), in each case, severally and not jointly (each, a "Fund" and collectively, the "Funds"), and (iii) BROWN BROTHERS HARRIMAN & CO. (the "Custodian" or "BBH&Co."). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT ALLIANCEBERNSTEIN L.P. 1345 Avenue of the Americas New York, New York 10105
Reimbursement Agreement • October 28th, 2020 • Ab Cap Fund, Inc. • New York
FOURTH AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • November 15th, 2018 • Ab Cap Fund, Inc. • Illinois

This Amended and Restated Sub-Advisory Agreement (the “Agreement”) is entered into as of_________, 2019 (the “Amendment Effective Date”), by and between AllianceBernstein L.P. (“Advisor”), and Morningstar Investment Management LLC (formerly, Morningstar Associates, LLC) (“Sub-Advisor").

AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • November 7th, 2014 • Alliancebernstein Cap Fund, Inc.

AMENDMENT made as of [_____, 2015], to the Distribution Services Agreement (the "Agreement") made as of July 22, 1992, as amended April 30, 1993, July 19, 1996, March 1, 2005, June 14, 2006, August 4, 2011, August 9, 2013, July 31, 2014 and September 30, 2014 between ALLIANCEBERNSTEIN CAP FUND, INC. (formerly Alliance Quasar Fund, Inc.), a Maryland corporation (the "Fund"), and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly AllianceBernstein Investment Research and Management, Inc. and Alliance Fund Distributors, Inc.), a Delaware corporation (the "Underwriter"). Capitalized terms not defined herein have the meaning set forth in the Agreement.

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