Exhibit 99(e)(15)
FORM OF AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
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, December 8, 2011, December 15,
2011,August 9, 2013, March 1, 2014, October 22, 2014, December 3, 2014, December
18, 2014,March 4, 2015, April 15, 2015, and July 29, 2015 between AB CAP FUND,
INC. (formerly AllianceBernstein Cap Fund, Inc. and 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.
WITNESSETH
WHEREAS, the Fund and the Underwriter are parties to the Agreement;
WHEREAS, the Fund and the Underwriter wish to amend the Agreement in the
manner set forth herein;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 5(b) of the Agreement is amended by deleting it in its entirety
and replacing it with the following:
SECTION 5. Plan of Distribution.
(b) Except as may be required by NASD rules and interpretations, the Fund
will pay to the Underwriter each month a distribution services fee with respect
to each portfolio of the Fund specified by the Fund's Directors (a "Portfolio")
that will not exceed, on an annualized basis:
(i) For the AB Small Cap Growth Portfolio, the AB Market Neutral
Strategy--U.S., the AB Emerging Markets Multi-Asset Portfolio, the AB
Select US Equity Portfolio, the AB All Market Growth Portfolio, the AB
Select US Long/Short Portfolio, the AB Concentrated Growth Fund, 0.30% 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 B shares, 1.00% of the aggregate
average daily net assets of the Portfolio attributable to the Class C
shares, 0.50% of the aggregate average daily net assets of the Portfolio
attributable to the Class R shares, 0.25% of the aggregate average daily
net assets of the Portfolio attributable to the Class K shares and .25% of
the aggregate average daily net assets of the Portfolio attributable to
the Class 1 shares;
(ii) For the AB Emerging Markets Growth Portfolio, the AB
Multi-Manager Alternative Fund, the AB Long/Short Multi-Manager Fund, the
AB Multi-Manager Select Retirement Allocation Fund, the AB Multi-Manager
Select 2010 Fund, the AB Multi-Manager Select 2015 Fund, the AB
Multi-Manager Select 2020 Fund, the AB Multi-Manager Select 2025 Fund, the
AB Multi-Manager Select 2030 Fund, the AB Multi-Manager Select 2035 Fund,
the AB Multi-Manager Select 2040 Fund, the AB Multi-Manager Select 2045
Fund, the AB Multi-Manager Select 2050 Fund, the AB Multi-Manager Select
2055 Fund, the AB Global Core Equity Portfolio, the AB Small Cap Value
Portfolio, the AB All Market Income Portfolio, the AB All Market
Alternative Return Portfolio, the AB Concentrated International Growth
Portfolio AB International Strategic Core Portfolio, AB Emerging Markets
Core Portfolio and the AB Asia ex-Japan Portfolio, 0.25% of the aggregate
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 B shares, 1.00% of the aggregate average daily
net assets of the Portfolio attributable to the Class C shares, 0.50% of
the aggregate average daily net assets of the Portfolio attributable to
the Class R shares, 0.25% of the aggregate average daily net assets of the
Portfolio attributable to the Class K shares and .25% of the aggregate
average daily net assets of the Portfolio attributable to the Class 1
shares.
With respect to each Portfolio, 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 each 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 each Portfolio's
shareholders. A portion of the distribution services fee that will not exceed,
on an annualized basis, 0.25% of the aggregate daily net assets of the Portfolio
attributable to each of the Class A shares, Class B shares, Class C shares,
Class R shares, Class K shares and Class 1 shares will constitute a service fee
that will be used by the Underwriter for personal service and/or maintenance of
shareholder accounts within the meaning of FINRA rules and interpretations.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date first set forth above.
AB CAP FUND, INC.
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By: Xxxx X. Xxxxx
Title: Assistant Secretary
ALLIANCEBERNSTEIN INVESTMENTS,
INC.
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By: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
Accepted as of the date written above
ALLIANCEBERNSTEIN L.P.
By:
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Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
