Exhibit (d)(2)
INVESTMENT ADVISORY FEE WAIVER AGREEMENT
ALLIANCEBERNSTEIN L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 28, 2014
AllianceBernstein Cap Fund, Inc. - AllianceBernstein Concentrated Growth Fund
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, non-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 March 1, 2014 (the "Advisory Agreement"), you have employed us to manage
the investment and reinvestment of such assets with respect to the
AllianceBernstein Concentrated Growth Fund (the "Portfolio").
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall waive, as provided herein, a
portion of the fees payable to us pursuant to the Advisory Agreement ("Advisory
Fees"). We agree that, through March 1, 2016, the Advisory Fees shall be waived
from their contractual level of 1.00% to .80% of the Portfolio's average daily
net assets payable monthly at an annualized rate.
3. Nothing in this Agreement shall be construed as preventing us from
contractually or voluntarily limiting, waiving or reimbursing other of your
expenses outside the contours of this Agreement during any time period before or
after March 1, 2016; nor shall anything herein be construed as requiring that we
limit, waive or reimburse any of your expenses incurred after March 1, 2016 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 1, 2016 and shall continue thereafter from year to year
unless otherwise terminated by us upon 60 days notice prior to March 1, 2016 or
the date of any subsequent yearly continuation of this Agreement.
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:
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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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Xxxx X. Xxxxx
Assistant Secretary
