Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
August 2, 2010
VIA EDGAR
Ms. Linda Stirling
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Cap Fund, Inc. - AllianceBernstein Market Neutral
Strategy - U.S. and AllianceBernstein Market Neutral Strategy - Global
Post-Effective Amendment No. 89
File Nos. 2-29901 and 811-1716
Dear Ms. Stirling:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the post-effective amendments
to the registration statement filed on Form N-1A of AllianceBernstein Cap Fund,
Inc. on behalf of its series, AllianceBernstein Market Neutral Strategy - U.S.
and AllianceBernstein Market Neutral Strategy - Global (each a "Strategy" and,
collectively, the "Strategies") as provided orally to Young Seo of this office
on June 30, 2010. The Staff's comments and our responses are discussed below.
Prospectus: AllianceBernstein Market Neutral Strategy - Global
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Comment 1 Principal Strategies: An explanation of how the Adviser defines a
"non-U.S. company" should be provided.
Response: We have included an explanation of a "non-U.S. company" in response
to this comment.
SAI
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Comment 2 Board of Trustees Information- Experience, Skills, Attributes, and
Qualifications of the Fund's Trustees: Information regarding skills,
attributes and qualifications should be more specific in order to
provide an explanation of the basis for the Board's decision that a
Trustee is qualified.
Response: We have not revised the disclosure in response to this comment.
Comment 3 Board of Trustees Information- Experience, Skills, Attributes, and
Qualifications of the Fund's Trustees: The last sentence of the
third paragraph, "[r]eferences to the qualifications, attributes and
skills of Directors are pursuant to requirements of the Commission,
do not constitute holding out of the Board or any Director as having
special expertise or experience and shall not be deemed to impose
any greater responsibility or liability on any Director on the
Board by reason thereof", should be deleted.
Response: We have revised the disclosure in response to this comment.
We hereby acknowledge that (i) the Strategies are responsible for the
adequacy and accuracy of the disclosures in the filing; (ii) Staff comments or
changes to disclosure in response to Staff comments in the filing reviewed by
the Staff do not foreclose the SEC from taking any action with respect to the
filing; and (iii) the Strategies may not assert Staff comments as a defense in
any proceedings initiated by the SEC or any person under the federal securities
laws of the United States.
If you have any additional comments or questions, please contact Kathleen
Clarke or the undersigned at (202) 737-8833.
Sincerely,
/s/ Young Seo
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Young Seo
cc: Andrew L. Gangolf, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0463 1118719