0000919574-14-006101 Sample Contracts

AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • November 7th, 2014 • Alliancebernstein Cap Fund, Inc.

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, August 9, 2013, July 31, 2014 and September 30, 2014 between ALLIANCEBERNSTEIN CAP FUND, INC. (formerly 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.

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FORM OF EXPENSE LIMITATION AGREEMENT – ALLIANCEBERNSTEIN ALL MARKET ALTERNATIVE RETURN PORTFOLIO
Expense Limitation Agreement • November 7th, 2014 • Alliancebernstein Cap Fund, Inc. • New York
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