0000919574-15-003917 Sample Contracts

EXPENSE LIMITATION AGREEMENT ALLIANCEBERNSTEIN L.P. New York, New York 10105

Expense Limitation Agreement • May 8th, 2015 • Ab Cap Fund, Inc. • New York

• Contract Type
  Expense Limitation Agreement
• Filed
  May 8th, 2015
• Company
  Ab Cap Fund, Inc.
• Jurisdiction
  New York

FORM OF EXPENSE LIMITATION AGREEMENT – AB INTERNATIONAL STRATEGIC CORE PORTFOLIO

Expense Limitation Agreement • May 8th, 2015 • Ab Cap Fund, Inc. • New York

• Contract Type
  Expense Limitation Agreement
• Filed
  May 8th, 2015
• Company
  Ab Cap Fund, Inc.
• Jurisdiction
  New York

SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement • May 8th, 2015 • Ab Cap Fund, Inc. • Illinois

• Contract Type
  Sub-Advisory Agreement
• Filed
  May 8th, 2015
• Company
  Ab Cap Fund, Inc.
• Jurisdiction
  Illinois

This Sub-Advisory Agreement (the "Agreement") is entered into as of December 15, 2014 (the "Effective Date"), by and between AllianceBernstein L.P. ("Advisor"), and Morningstar Associates, LLC ("Sub-Advisor").

AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT

Distribution Services Agreement • May 8th, 2015 • Ab Cap Fund, Inc.

• Contract Type
  Distribution Services Agreement
• Filed
  May 8th, 2015
• Company
  Ab 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, September 30, 2014, December 15, 2014, April 15, 2015 and [__], 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.