Exhibit 99(g)(19)
FORM OF NOVATION AND AMENDMENT AGREEMENT
Reference is hereby made a Custodian Agreement dated as of [ , 2015] (the
"Custodian Agreement") by and between the funds party thereto (each, the "Fund"
and collectively, the "Funds") and Xxxxx Brothers Xxxxxxxx &Co. ("BBH") as
amended from time to time.
W I T N E S S E T H:
WHEREAS, pursuant to the terms and conditions of the Custodian
Agreement BBH provides certain custodial services to the Funds;
WHEREAS, AB Cap Fund, Inc. (formerly known as AllianceBernstein Cap
Fund, Inc.)("AB Cap Fund") on behalf of its series AB Global Core Equity
Portfolio, AB Emerging Markets Growth Portfolio, AB Emerging Markets Core
Portfolio, AB International Strategic Core Portfolio and AB Asia ex-Japan
Portfolio (the "Cap Portfolios") and XX Xxxx Fund, Inc. (formerly known as
AllianceBernstein Bond Fund, Inc.)("XX Xxxx Fund") on behalf of its series AB
High Yield Portfolio ("Bond Portfolio"), wish to engage BBH to provide the same
custodial services under the Custodian Agreement to Cap Portfolios and Bond
Portfolio (the Cap Portfolios and the Bond Portfolio collectively referred to as
the "Portfolios");
WHEREAS, AB Cap Fund requested, and BBH has agreed to permit AB Cap Fund
on behalf of the Cap Portfolios and the XX Xxxx Fund on behalf of the Bond
Portfolio to become parties to the Custodian Agreement for the purposes of the
provision of BBH's custodial services to the Portfolios pursuant to the terms of
the Custodian Agreement.
NOW THEREFORE, BBH, the Funds, AB Cap Fund on behalf of the Cap Portfolios
and XX Xxxx Fund on behalf of the Bond Portfolio hereby agree by execution of
this Novation and Amendment Agreement that AB Cap Fund on behalf of the Cap
Portfolios and XX Xxxx Fund on behalf of the Bond Portfolio shall be joined as
parties to the Custodian Agreement, and to amend the Custodian Agreement as
follows, as of [ , 2015]:
I. Amendments to the Custodian Agreement
1. Appendix A of the Custodian Agreement is hereby deleted and Appendix A
attached hereto is substituted therefore.
II. Miscellaneous
1. As amended hereby, all terms and provisions of the Custodian Agreement are
hereby ratified and affirmed as of the date hereof and are hereby extended to
give effect to the terms hereof.
2. By signing below where indicated, the Funds, AB Cap Fund on behalf of the
Cap Portfolios and XX Xxxx Fund on behalf of the Bond Portfolio each hereby
ratifies and affirms each of the representations and warranties and confirms
that each such representation and warranty remains true and correct as of the
date hereof.
3. By signing below, AB Cap Fund on behalf of the Cap Portfolios and XX Xxxx
Fund on behalf of the Bond Portfolio shall be fully bound by the terms and
conditions of the Custodian Agreement, as amended, effective immediately upon
execution of this Novation and Amendment Agreement as if AB Cap Fund on behalf
of the Cap Portfolios and XX Xxxx Fund on behalf of the Bond Portfolio had been
original parties thereto.
FORM OF NOVATION AND AMENDMENT AGREEMENT
4. This Novation and Amendment Agreement shall be governed by such laws as
provided in Section 12.4 of the Custodian Agreement. This Novation and Amendment
Agreement may be executed in original counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Novation and Amendment Agreement and together with the Agreement, shall
represent the entire understanding of the parties hereto.
Xxxxx Brothers Xxxxxxxx & Co.
By:
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Name:
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Title:
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Date:
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Each Fund or Portfolio set forth on Appendix A hereto, severally and not jointly
By:
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Name:
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Title:
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Date:
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FORM OF NOVATION AND AMENDMENT AGREEMENT
Appendix A
To the
Custodian Agreement dated as of September 14, 2009
Effective Date: [ , 2015]
AB High Income Fund, Inc.
AB Global Real Estate Investment Fund, Inc.
AllianceBernstein Global High Income Fund, Inc.
AB International Growth Fund
AB Unconstrained Bond Fund, Inc.(f/k/a AllianceBernstein Diversified
Yield Fund)
AB Global Bond Fund
AB Cap Fund, Inc. on behalf of the following portfolios:
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AB Emerging Markets Multi-Asset Portfolio
AB All Market Growth Portfolio (formerly known as AB Dynamic All Market Fund)
AllianceBernstein Dynamic All Market Plus Fund
AB Select US Equity Portfolio
AB Global Core Equity Portfolio
AB Emerging Markets Growth Portfolio
AB Emerging Markets Core Portfolio
AB International Strategic Core Portfolio
AB Asia ex-Japan
XX Xxxx Fund, Inc. on behalf of the following portfolio:
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AB High Yield Portfolio
