Exhibit (g)(19)
NOVATION AND AMENDMENT AGREEMENT
Reference is hereby made a Custodian Agreement dated as of September
14, 2009 (the "Custodian Agreement") by and between the funds party thereto
(each, the "Fund" and collectively, the "Funds") and ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇
&Co. ("BBH") as amended from time to time.
W I T N E S S E T H:
WHEREAS, pursuant to the terms and conditions of the Custodian
Agreement BBH provides certain custodial services to the Funds;
WHEREAS, AB Cap Fund, Inc. (formerly known as AllianceBernstein Cap
Fund, Inc.) ("AB Cap Fund") on behalf of its series AB Asia ex-Japan Equity
Portfolio (the "Portfolio"), wishes to engage BBH to provide the same custodial
services under the Custodian Agreement to the Portfolio;
WHEREAS, AB Cap Fund requested, and BBH has agreed to permit AB Cap
Fund on behalf of the Portfolio become party to the Custodian Agreement for the
purposes of the provision of BBH' s custodial services to the Portfolio pursuant
to the terms of the Custodian Agreement.
NOW THEREFORE, BBH, the Fund, AB Cap Fund on behalf of the Portfolio
hereby agree by execution of this Novation and Amendment Agreement that AB Cap
Fund on behalf of the Portfolio shall be joined as parties to the Custodian
Agreement, and to amend the Custodian Agreement as follows, as of December 3,
2015:
I. Amendments to the Custodian Agreement
1. Appendix A of the Custodian Agreement is hereby deleted and Appendix A
attached hereto is substituted therefore.
II. Miscellaneous
1. As amended hereby, all terms and provisions of the Custodian Agreement are
hereby ratified and affirmed as of the date hereof and are hereby extended to
give effect to the terms hereof.
2. By signing below where indicated, the Funds, AB Cap Fund on behalf of the
Portfolio hereby ratifies and affirms each of the representations and warranties
and confirms that each such representation and warranty remains true and correct
as of the date hereof.
3. By signing below, AB Cap Fund on behalf of the Portfolio shall be fully bound
by the terms and conditions of the Custodian Agreement, as amended, effective
immediately upon execution of this Novation and Amendment Agreement as if AB Cap
Fund on behalf of the Portfolio had been original parties thereto.
4. This Novation and Amendment Agreement shall be governed by such laws as
provided in Section 12.4 of the Custodian Agreement. This Novation and Amendment
Agreement may be executed in original counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Novation and Amendment Agreement and together with the Agreement, shall
represent the entire understanding of the parties hereto.
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co.
By:
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Name:
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Title:
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Date:
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Each Fund or Portfolio set forth on Appendix A hereto, severally and not jointly
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
Date: 12/3/15
NOVATION AND AMENDMENT AGREEMENT
Appendix A
To the
Custodian Agreement dated as of September 14, 2009
Effective Date: December 3, 2015
AB High Income Fund, Inc.
AB Global Real Estate Investment Fund, Inc.
AllianceBernstein Global High Income Fund, Inc.
AB International Growth Fund
AB Unconstrained Bond Fund, Inc.(f/k/a AllianceBernstein Diversified Yield Fund)
AB Global Bond Fund
AB Cap Fund, Inc. on behalf of the following portfolios:
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AB Emerging Markets Multi-Asset Portfolio
AB All Market Growth Portfolio (formerly known as AllianceBernstein AB Dynamic
All Market Fund)
AllianceBernstein Dynamic All Market Plus Fund
AB Select US Equity Portfolio
AB Global Core Equity Portfolio
AB Emerging Markets Growth Portfolio
AB Emerging Markets Core Portfolio
AB International Strategic Core Portfolio
AB Asia ex-Japan Equity Portfolio
▇▇ ▇▇▇▇ Fund, Inc. on behalf of the following portfolio:
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AB High Yield Portfolio