0001193125-16-723800 Sample Contracts

AB Multi-Manager Alternative Strategies Fund INVESTMENT SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement • September 28th, 2016 • Ab Cap Fund, Inc. • New York

• Contract Type
  Sub-Advisory Agreement
• Filed
  September 28th, 2016
• Company
  Ab Cap Fund, Inc.
• Jurisdiction
  New York

AGREEMENT made this 11th day of January, 2016, between AllianceBernstein L.P., a Delaware limited partnership (the “Adviser”), and One River Asset Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDMENT NO. 1 to INVESTMENT SUB-ADVISORY AGREEMENT

Investment Sub-Advisory Agreement • September 28th, 2016 • Ab Cap Fund, Inc. • New York

• Contract Type
  Investment Sub-Advisory Agreement
• Filed
  September 28th, 2016
• Company
  Ab Cap Fund, Inc.
• Jurisdiction
  New York

This AMENDMENT No. 1 (this “Amendment”) dated November 30, 2015 by and between AllianceBernstein L.P. (the “Adviser”) and Passport Capital, LLC (the “Sub-Adviser”) to the Investment Sub-Advisory Agreement dated July 31, 2014 by and between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings given to those terms in the Sub-Advisory Agreement.