TRANSFER AGENCY AGREEMENT BETWEEN AB CARVAL OPPORTUNISTIC CREDIT FUND AND ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.

Intention of the Parties; Definitions

Intention of the Parties

ABIS is a transfer agent registered with the United States Securities and Exchange Commission (“SEC”) and an indirect, wholly-owned subsidiary of AllianceBernstein L.P.

The Fund is a closed-end management investment company registered under the Investment Company Act of 1940, with the purpose of investment of its assets in certain types of securities and instruments, as more fully described in the Fund’s Registration Statement, as amended from time to time.

The Fund has requested ABIS to provide transfer agency, dividend disbursing agency, tender offer agency and shareholder servicing services with respect to the Fund, which ABIS has agreed to do subject to the terms and conditions appearing in this Agreement and the Schedules. ABIS will be responsible for the performance of only those duties set forth in this Agreement and the Schedules thereto.

Definitions; Interpretation

As used in this Agreement and the Schedules to this Agreement, the following terms have the meaning hereinafter stated.

Headings are for reference and convenience only and are not intended to affect interpretation.

References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear.

Unless the context requires otherwise, references in this Agreement to “persons” shall include legal entities as well as natural persons; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term “including” shall be deemed to mean “including but not limited to,” and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference.

What ABIS is Required to Do

The Services

The Fund hereby appoints ABIS to act as transfer agent of and to provide the Services with respect to the Fund and ▇▇▇▇ agrees to act as transfer agent of and to provide the Services with respect to the Fund (subject to any limitations notified by the Fund to ABIS in writing and subject to any requirements or restrictions imposed on the performance of such functions by any statutory provisions for the time being in force), until this Agreement is terminated as hereinafter provided.

The Fund represents that any disclosure in its Registration Statement regarding the Agreement will accurately reflect the terms and conditions of the Agreement in all material respects.

▇▇▇▇ shall act as agent of the Fund solely with respect to the duties of ▇▇▇▇ described in this Agreement.

The Fund acknowledges that ABIS is not providing any legal, tax or investment advice in providing the Services.

Storage of Records.

Compliance with Laws and Regulations.

Instructions

Acting on Instructions; Method of lnstruction; and Unclear Instructions.

The Fund authorizes ABIS to accept, rely upon and/or act upon any Instructions reasonably believed to be genuine. The Fund will indemnify ABIS against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against ABIS as a result of any action or omission taken in accordance with any Instruction unless the Liabilities result from an act of negligence, fraud or willful misconduct on the part of ABIS with respect to the manner in which such Instructions are followed.

ABIS shall promptly notify an Authorized Person or Shareholder, as applicable, if ABIS determines that an lnstruction does not contain all information reasonably necessary for ABIS to carry out the Instruction. ABIS may decline to act upon an Instruction if it does not receive clarification or confirmation reasonably satisfactory to it. ABIS will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification reasonably satisfactory to it. In the event ABIS does not act upon such Instructions, ABIS will notify the Fund of its decision to do so as soon as reasonably practicable.

Verification and Security Procedures.

ABIS and the Fund shall comply with any applicable security procedures with respect to the delivery or authentication of lnstructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

Either party may record any of its telephone communications.

Fees and Expenses Owing to ABIS

Fees and Expenses.

The Fund will pay ABIS for the Services under this Agreement the fees as set forth in Schedule 2 hereto, or as otherwise agreed upon in writing between the Fund and ABIS from time to time.

In addition to the fees provided for above, the Fund shall be responsible for the payment of all governmental or similar fees, charges, taxes, duties and imposts levied in or by any relevant authority in the United States on or in respect of the Fund which are incurred by ABIS, and any other customary or extraordinary expenses. The Fund shall reimburse ABIS for any of the foregoing and for all reasonable out-of-pocket expenses including without limitation telephone, postage and stationery and expenses of a similar nature as ABIS may incur in the execution of its duties under this Agreement.

Additional Provisions

Representations of the Fund and ABIS.

The Fund represents and warrants that (i) assuming execution and delivery of this Agreement by ABIS, this Agreement is the Fund’s legal, valid and binding obligation, enforceable against Fund in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary Board action to authorize the execution of this Agreement, and (iii) it has not relied on any oral or written representation made by ABIS or any person on its behalf, and acknowledges that this Agreement sets out the extent the duties of ABIS.

ABIS represents and warrants that (i) assuming execution and delivery of this Agreement by the Fund, this Agreement is ABIS’s legal, valid and binding obligation, enforceable against ABIS in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement.

ABIS represents and warrants that its anti-money laundering policies and procedures are in compliance at all times with applicable AML rule and regulations.

ABIS will be subject to and shall comply with all Applicable Laws, rules and regulations concerning the collection, use, disclosure, processing and transfer of information obtained under this Agreement. Without limiting the generality of the foregoing, ABIS represents and warrants that it has developed, implemented and maintains, and will continue to maintain for such period as this Agreement remains in effect, a written comprehensive information security policy (the “Information Security Policy”) that provides adequate protections for the safeguarding of Shareholder personal information received or obtained by ABIS in the performance of this Agreement. ABIS further represents and warrants that the Information Security Policy is, and will continue to be, compliant with Applicable Law, including the data security laws, rules and regulations of the Commonwealth of Massachusetts.

The Fund to Provide Certain Information to ABIS.

Information Used to Provide the Services.

When ABIS May Be Liable to the Fund

Standard of Care; Liability.

ABIS will use reasonable care in performing its obligations under this Agreement. ABIS will not be responsible for any loss or damage suffered by the Fund with respect to any matter as to which ABIS has satisfied its obligation of reasonable care unless the same results from an act of negligence, fraud or willful misconduct on the part of ABIS.

ABIS will be liable and will indemnify the Fund, its directors, officers, employees and controlling persons, for the Fund’s direct Liabilities to the extent they result from ABIS’s fraud, negligence, or willful misconduct in performing its duties as set out in this Agreement.

The Fund will indemnify ABIS and its directors, officers, employees and controlling persons against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against such persons directly arising out of ABIS’s performance under this Agreement, provided ▇▇▇▇ has not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question.

Nevertheless, under no circumstances will either party be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits or business) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, resulting from either party’s performance under this Agreement.

Force Majeure.

Limitations of ABIS’s Liability.

ABIS may rely on information provided to it by or on behalf of the Fund, or which was prepared or maintained by the Fund or any third party on behalf of the Fund, in the course of discharging its duties under this Agreement. Provided ABIS shall have acted with reasonable care and without negligence, willful misconduct or fraud, ABIS shall not be liable to any person for any Liabilities suffered by any person as a result of ABIS: (i) having relied upon the authority, accuracy, truth or completeness of information including, without limitation, information supplied to ABIS by the Fund or by the Investment Adviser or any third party which is not a subcontractor of ABIS, including but not limited to, information in relation to trades in respect of the Fund or expenses of the Fund; (ii) having relied upon the authority, accuracy, truth and completeness of information furnished to ABIS by any pricing services, data services, or provider of other market information or information concerning securities held by the Fund.

ABIS shall not be liable for any losses resulting from a failure by any person (other than an Affiliate or subcontractor of ABIS) to provide ABIS with any information or notice that is reasonably necessary for the provision of the Services provided however that the losses do not result from an act of negligence, fraud or willful misconduct on the part of ABIS. ABIS shall use reasonable efforts to find alternative sources of information in the event of any such failure. In the event of any such failure that may affect the performance of the Services, ABIS shall promptly notify the Fund.

ABIS shall not be liable for any Liabilities whatsoever incurred or suffered by any party hereto, whether on their own account or for the account of the Fund, as a result of the failure of the Fund or its agents, officers or employees to comply with the laws or regulations of any jurisdiction in which Shares are offered.

The Fund agrees that the accounting reports provided by ▇▇▇▇, as well as any Share class or other similar reports, are to enable the Fund to fulfill its statutory reporting and investor subscription/redemption/repurchase obligations, and are not for investment, treasury or hedging purposes.

Term and Termination

Term and Termination.

Other Grounds for Termination.

the other party being declared bankrupt, entering into an agreement with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure;

the relevant federal or state authority withdrawing its authorization of either party necessary to perform services under this Agreement; or

the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within 90 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

Consequences of Termination.

Transition following Termination.

Miscellaneous

Notices.

Successors and Assigns.

Entire Agreement.

Governing Law and Jurisdiction.

Severability; Waiver; and Survival.

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

The parties’ rights, protections and remedies under this Agreement shall survive its termination.

Confidentiality.

Subject to Section 8.6(b), ABIS will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over ABIS’s or the Fund’s business, or with the consent of the Fund.

The Fund authorizes ABIS to disclose Confidential Information to:

any service providers and/or vendors to the Fund that ABIS believes are reasonably required by such person to provide the relevant services and are subject to a legal or contractual obligation to hold the Confidential Information in confidence;

its professional advisers, auditors or public accountants;

its Affiliates; and

any revenue authority or any governmental entity.

Except as otherwise required by Applicable Law, by a regulator with jurisdiction over ABIS’s or the Fund’s business, with the consent of the other party or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions of this Agreement, including, without limitation, any commercial terms, in confidence.

Delegation.

Counterparts.

No Third Party Beneficiaries.

Maintain the register of investors, such register to include: (i) all issues, transfers, and repurchases of Shares in the Fund; (ii) the number of shares held by each Shareholder of the Fund; (iii) the Shareholder’s address; and (iv) the Shareholder’s taxpayer identification number or social security number.

Process purchases, repurchases pursuant to repurchase offers or otherwise, compulsory repurchases, and transfers of Shares; maintain investor records, including account documentation files, establish account relationship linking/grouping, record investor account information changes, and balance monthly transaction activity;

Distribute repurchase offer materials to investors and compile investor replies.

Function as dividend agent including calculating, disbursing and recordkeeping for all dividends generated by the Fund;

Complete cash settlement between the Fund, the Custodian, investors, and other third parties and reconcile the Fund’s bank accounts;

Prepare and issue investor confirmations (for all investors unless agreed to otherwise by the Fund);

Except as otherwise agreed upon with the Fund, prepare and issue quarterly account statements to investors and provide a monthly report of account activity per investor to the Investment Adviser;

Except as otherwise agreed upon with the Fund, mail financial and tax reports, notifications of repurchase offers pursuant to Rule 23c-3 under the 1940 Act, dividend and distribution notices, offering documents, proxy statements, or marketing material to current investors;

Review all incoming investor documentation to verify receipt of all information and documentation required by ▇▇▇▇ in the performance of its services and obligations hereunder;

Perform anti-money laundering (AML) services in accordance with ABIS’s AML policies and procedures on investors that subscribe to the fund via ABIS’s Subscription Agreement. This shall include: request and gather documentation required to verify investor identity and check investor names against the lists of persons subject to economic and trade sanctions published by the U.S. Department of the Treasury, Office of Foreign Assets Control and Financial Crimes Enforcement Network, in each case as required by applicable U.S. laws and regulations;

On an annual basis, ABIS performs a review of all retail omnibus sub-distributors to confirm that the retail omnibus sub-distributor maintains AML policies and procedures in accordance with applicable laws and regulations and such policies and procedures are performed on all investors into the fund.

Place holds on transactions in investor accounts or freeze assets in investor accounts, as provided by ABIS’s AML policies and procedures; create documentation to provide a basis for law enforcement authorities to trace illicit funds; maintain all records or other documentation created or received by ABIS pursuant to its services under this Agreement related to investor accounts and transactions therein that are required to be prepared and maintained pursuant to ABIS’s policies and procedures, and make the same available for inspection by regulatory or law enforcement authorities, and otherwise make said records or other documents available at the direction of the Fund;

Coordinate with the Fund’s independent accountants and administrative or accounting agents or staff with respect to any required information necessary for the preparation of tax reports, financial statements or regulatory filings in accordance with applicable law by such dates as shall be mutually agreed upon by the parties;

When and if the Fund participates in the National Securities Clearing Corporation (“NSCC”), ABIS shall:

Provide such additional services from time to time as agreed to in writing by the Fund and ABIS; and

Report to the Fund on the foregoing matters.

AB CarVal Opportunistic Credit Fund

Account Type

Level 0 - Non-Networked Account

Level 3 - Non Omnibus Firm Controlled Account

Omnibus Firm Controlled Account

Strategic Alliance Omnibus

Lesser of $12 / 12bps

Minimum Fee Per portfolio