Exhibit (h)(5)
EXPENSE LIMITATION AGREEMENT
ALLIANCEBERNSTEIN L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 31, 2011
AllianceBernstein Cap Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein L.P. herewith confirms our agreement with you as
follows:
1. You are an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"). You
propose to engage in the business of investing and reinvesting your assets in
accordance with applicable limitations. Pursuant to an Advisory Agreement dated
as of August 31, 2011 (the "Advisory Agreement"), you have employed us to manage
the investment and reinvestment of such assets with respect to the
AllianceBernstein Emerging Markets Multi-Asset Portfolio (the "Portfolio").
2. We hereby agree that, notwithstanding any provision to the
contrary contained in the Advisory Agreement, we shall limit as provided herein
the aggregate expenses incurred by the Portfolio, including but not limited to
the fees payable to us pursuant to the Advisory Agreement ("Advisory Fees"), but
not including (i) extraordinary expenses, (ii) interest expense, (iii) the fees
and expenses of registered investment companies or series thereof in which the
Portfolio invests ("Acquired Funds") other than investment advisory fees of
Acquired Funds for which we serve as investment adviser (the "Limitation").
Under the Limitation, we agree that, through March 31, 2015, such expenses shall
not exceed a percentage (the "Percentage Expense Limitation") of the Portfolio's
average daily net assets equal to, on an annualized basis, 1.65% in the case of
the Class A shares, 2.35% in the case of the Class B shares, 2.35% in the case
of the Class C shares, 1.35% in the case of the Advisor Class shares, 1.85% in
the case of Class R shares, 1.60% in the case of Class K shares, 1.35% in the
case of the Class I shares, 1.60% in the case of the Class 1 shares and 1.35% in
the case of the Class 2 shares.
To determine our liability for expenses in excess of the Percentage
Expense Limitation, the amount of allowable fiscal-year-to-date expenses shall
be computed daily by prorating the Percentage Expense Limitation based on the
number of days elapsed within the fiscal year, or limitation period, if shorter
(the "Prorated Limitation"). The Prorated Limitation shall be compared to the
Portfolio's expenses recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the "Allowable
Expenses"). If Advisory Fees and the Portfolio's other expenses for the current
day exceed the Allowable Expenses, Advisory Fees for the current day shall be
reduced by such excess ("Unaccrued Fees"). In the event such excess exceeds the
amount due as Advisory Fees, we shall be responsible for the additional excess
("Other Expenses Exceeding Limit"). Cumulative Unaccrued Fees or cumulative
Other Expenses Exceeding Limit shall be paid to us in the future, provided that
(1) no such payment shall be made to us after August 31, 2014, (2) such payment
shall be made only to the extent that it does not cause the Portfolio's
aggregate expenses, on an annualized basis, to exceed the Percentage Expense
Limitation, and (3) no such payment shall be made to us to the extent that the
aggregate of such payments would exceed the amount of offering expenses (as
defined by the Financial Accounting Standards Board) recorded by the Portfolio
for financial reporting purposes on or before August 31, 2012.
3. Nothing in this Agreement shall be construed as preventing us
from voluntarily limiting, waiving or reimbursing the Portfolio's expenses
outside the contours of this Agreement during any time period before or after
March 31, 2015 ; nor shall anything herein be construed as requiring that we
limit, waive or reimburse any of the Portfolio's expenses incurred after March
31, 2015, or, except as expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date hereof and
remain in effect until March 31, 2015. Upon the termination or expiration
hereof, we shall have no claim against the Portfolio for any amounts not
reimbursed to us pursuant to the provisions of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of
the State of New York, provided, however, that nothing herein shall be construed
as being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALLIANCEBERNSTEIN L.P.
By:
-------------------
Xxxxxx X. Xxxxx
Assistant Secretary
Agreed to and accepted
as of the date first set forth above.
ALLIANCEBERNSTEIN CAP FUND, INC.
By:
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Xxxxxxx X. Xxxxxx
Assistant Secretary
