EXPENSE LIMITATION AGREEMENT
ALLIANCEBERNSTEIN L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 6, 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 July 6, 2011 (the "Advisory Agreement"), you have employed us to manage
the investment and reinvestment of such assets with respect to the
AllianceBernstein International Focus 40 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 of every character incurred by the Portfolio, including but
not limited to the fees ("Advisory Fees") payable to us pursuant to the Advisory
Agreement (the "Limitation"). Under the Limitation, we agree that, through June
30, 2014, 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, 1.55% in the case of the Class A shares, 2.25% in the case of
the Class B shares, 2.25% in the case of the Class C shares, 1.25% in the case
of the Advisor Class shares, 1.75% in the case of Class R shares, 1.50% in the
case of Class K shares and 1.25% in the case of the Class I 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 July 6, 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 July 6, 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 June 30,
2014; nor shall anything herein be construed as requiring that we limit, waive
or reimburse any of the Portfolio's expenses incurred after June 30, 2014, 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 July 6, 2014. After June 30, 2014, this Agreement may be terminated
by either party hereto upon not less than 60 days' prior written notice to the
other party. 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:
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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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Xxxxxxx X. Xxxxxx
Assistant Xxxxxxxxx
XX 00000 0449 1027845v2
