As filed with the Securities and Exchange
Commission on May 25, 2011
File No. 2-29901
811-1716
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
l933
Pre-Effective Amendment No.
Post-Effective Amendment No. 95 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF l940
Amendment No. 74 X
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ALLIANCEBERNSTEIN CAP FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York l0105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(800) 221-5672
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EMILIE D. WRAPP
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York l0105
(Name and address of agent for service)
Copies of communications to:
Kathleen K. Clarke
Seward & Kissel LLP
1200 G Street, NW
Suite 350
Washington, DC 20005
It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment consists of the following:
1. Facing Sheet of the Registration Statement.
2. Exhibit (n) of Item 28 of the Registration Statement.
3. Registration Statement signature page.
The sole purpose of this Post-Effective Amendment filing is to file as an
exhibit the Amended and Restated Rule 18f-3 Plan, as required by Item 28 of this
Registration Statement on Form N-1A. This Post-Effective Amendment incorporates
by reference the following parts of this Registrant's Post-Effective Amendment
No. 94, filed March 11, 2011.
Part A
Part B
Part C (except for Exhibit (n) of Item 28 and the Signature Page)
SIGNATURE
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Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment to its Registration Statement to be signed
on its behalf by the undersigned, duly authorized, in the City and State of New
York, on the 25th day of May, 2011.
ALLIANCEBERNSTEIN CAP FUND, INC.
By: Robert M. Keith *
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Robert M. Keith
President
Pursuant to the requirements of the Securities Act of l933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer:
Robert M. Keith * President and May 25, 2011
----------------- Chief Executive
Robert M. Keith Officer
(2) Principal Financial and Accounting
Officer:
/s/ Joseph J. Mantineo Treasurer May 25, 2011
---------------------- and Chief
Joseph J. Mantineo Financial Officer
(3) All of the Directors:
John H. Dobkin*
Michael J. Downey*
William H. Foulk, Jr.*
D. James Guzy*
Nancy P. Jacklin*
Garry L. Moody*
Robert M. Keith*
Marshall C. Turner, Jr.*
Earl D. Weiner*
*By: /s/ Stephen J. Laffey May 25, 2011
---------------------
Stephen J. Laffey
(Attorney-in-fact)
PART C
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OTHER INFORMATION
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Index to Exhibits
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Exhibit No. Description of Exhibits
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(n) Amended and Restated Rule 18f-3 Plan
SK 00250 0157 1199731