Exhibit 99(h)(37)
FORM OF EXPENSE LIMITATION AGREEMENT -
AB ASIA EX-JAPAN EQUITY PORTFOLIO
ALLIANCEBERNSTEIN L.P.
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[____,] 2015
AB Cap Fund, Inc.
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Dear Sirs:
AllianceBernstein L.P. herewith confirms our agreement with you as
follows:
1. You are an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"). You
propose to engage in the business of investing and reinvesting your assets in
accordance with applicable limitations. Pursuant to an Advisory Agreement dated
as of [____,] 2015 (the "Advisory Agreement"), you have employed us to manage
the investment and reinvestment of such assets with respect to the AB Asia
Ex-Japan Equity Portfolio (the "Portfolio").
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall limit as provided herein the
aggregate expenses incurred by the Portfolio, including but not limited to the
fees payable to us pursuant to the Advisory Agreement ("Advisory Fees"), but not
including (i) extraordinary expenses; (ii) interest expense; (iii) the fees and
expenses of registered investment companies or series thereof in which the
Portfolio invests ("Acquired Funds") other than investment advisory fees of
Acquired Funds for which we serve as investment adviser; (iv) expenses
associated with securities sold short; (v) taxes; and (vi) brokerage commission
and other transaction costs (the "Limitation"). Under the Limitation, we agree
that, until one year after the date that shares of the Portfolio are first
offered to the public (the "Limitation Expiration Date"), such expenses shall
not exceed a percentage (the "Percentage Expense Limitation") of the Portfolio's
average daily net assets equal to, on an annualized basis, 1.40% in the case of
the Class A shares, 2.15% in the case of the Class B shares, 2.15% in the case
of the Class C shares, 1.15% in the case of the Advisor Class shares, 1.65% in
the case of the Class R shares, 1.40% in the case of the Class K shares, 1.15%
in the case of the Class I shares, 1.15% in the case of the Class Z shares,
1.40% in the case of the Class 1 shares and 1.15% in the case of the Class 2
shares.
To determine our liability for expenses in excess of the Percentage
Expense Limitation, the amount of allowable fiscal-year-to-date expenses shall
be computed daily by prorating the Percentage Expense Limitation based on the
number of days elapsed within the fiscal year, or limitation period, if shorter
(the "Prorated Limitation"). The Prorated Limitation shall be compared to the
Portfolio's expenses recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the "Allowable
Expenses"). If Advisory Fees and the Portfolio's other expenses for the current
day exceed the Allowable Expenses, Advisory Fees for the current day shall be
reduced by such excess ("Unaccrued Fees"). In the event such excess exceeds the
amount due as Advisory Fees, we shall be responsible for the additional excess
("Other Expenses Exceeding Limit"). Cumulative Unaccrued Fees or cumulative
Other Expenses Exceeding Limit shall be paid to us in the future, provided that
(1) no such payment shall be made to us after the end of the third fiscal year
after the fiscal period in which the Unaccrued Fees or Other Expenses Exceeding
Limit were recorded, and (2) such payment shall be made only to the extent that
it does not cause your aggregate expenses, on an annualized basis, to exceed the
Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing your expenses outside the contours
of this Agreement during any time period before or after the Limitation
Expiration Date; nor shall anything herein be construed as requiring that we
limit, waive or reimburse any of your expenses incurred after the Limitation
Expiration Date or, except as expressly set forth herein, prior to the
Limitation Expiration Date.
4. This Agreement shall become effective on the date hereof and remain in
effect until the end of the third fiscal year after the last fiscal period in
which Unaccrued Fees or Other Expenses Exceeding Limit hereunder were recorded.
Upon the termination or expiration hereof, we shall have no claim against you
for any amounts not reimbursed to us pursuant to the provisions of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of the
State of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALLIANCEBERNSTEIN L.P.
By:
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Assistant Secretary
Agreed to and accepted
as of the date first set forth above.
ALLIANCEBERNSTEIN CAP FUND, INC.
By:
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Assistant Secretary
