ALLIANCEBERNSTEIN CAP FUND, INC.
Amended and Restated Plan pursuant to Rule 18f-3
under the Investment Company Act of 1940
Effective as amended and restated March 9, 2011
The Plan (the "Plan") pursuant to Rule 18f-3 under the Investment Company
Act of 1940 (the "Act") of AllianceBernstein Cap Fund, Inc. (the "Fund"), which
sets forth the general characteristics of, and the general conditions under
which the Fund may offer, multiple classes of shares of its now existing and
hereafter created portfolios(1), is hereby amended and restated in its entirety.
This Plan may be revised or amended from time to time as provided below.
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(1) This Plan is intended to allow the Fund to offer multiple classes of
shares to the full extent and in the manner permitted by Rule 18f-3 under
the Act (the "Rule"), subject to the requirements and conditions imposed
by the Rule.
Class Designations
The Fund(2) may from time to time issue one or more of the following
classes of shares: Class A shares, Class B shares, Class C shares, Advisor Class
shares, Class R shares, Class K shares and Class I shares. Each of the seven
classes of shares will represent interests in the same portfolio of investments
of the Fund and, except as described herein, shall have the same rights and
obligations as each other class. Each class shall be subject to such investment
minimums and other conditions of eligibility as are set forth in the prospectus
or statement of additional information through which such shares are issued, as
from time to time in effect (the "Prospectus").
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(2) For purposes of this Plan, if the Fund has existing more than one
portfolio pursuant to which multiple classes of shares are issued, then
references in this Plan to the "Fund" shall be deemed to refer instead to
each portfolio.
Class Characteristics
Class A shares are offered at a public offering price that is equal to
their net asset value ("NAV") plus an initial sales charge, as set forth in the
Prospectus. Class A shares may also be subject to a Rule 12b-1 fee, which may
include a service fee and, under certain circumstances, a contingent deferred
sales charge ("CDSC"), as described in the Prospectus.
Class B shares are offered at their NAV, without any initial sales charge,
and may be subject to a CDSC and a Rule 12b-1 fee, which may include a service
fee, as described in the Prospectus.
Class C shares are offered at their NAV, without any initial sales charge,
and may be subject to a CDSC and a Rule 12b-1 fee, which may include a service
fee, as described in the Prospectus.
Advisor Class shares are offered at their NAV, without any initial sales
charge, CDSC or Rule 12b-1 fee.
Class R shares are offered at their NAV, without any initial sales charge
or CDSC, and may be subject to a Rule 12b-1 fee, which may include a service
fee, as described in the Prospectus.
Class K shares are offered at their NAV, without any initial sales charge
or CDSC, and may be subject to a Rule 12b-1 fee, which may include a service
fee, as described in the Prospectus.
Class I shares are offered at their NAV, without any initial sales charge,
CDSC or Rule 12b-1 fee.
The initial sales charge on Class A shares and CDSC on Class A, B and C
shares are each subject to reduction or waiver as permitted by the Act, and as
described in the Prospectus.
Allocations to Each Class
Expense Allocations
The following expenses shall be allocated, to the extent practicable, on a
class-by-class basis: (i) Rule 12b-1 fees payable by the Fund to the distributor
or principal underwriter of the Fund's shares (the "Distributor"), and (ii)
transfer agency costs attributable to each class. Subject to the approval of the
Fund's Board of Directors, including a majority of the disinterested Directors,
the following "Class Expenses" may be allocated on a class-by-class basis: (a)
printing and postage expenses related to preparing and distributing materials
such as shareholder reports, prospectuses and proxy statements to current
shareholders of a specific class, (b) SEC registration fees incurred with
respect to a specific class, (c) blue sky and foreign registration fees and
expenses incurred with respect to a specific class, (d) the expenses of
administrative personnel and services required to support shareholders of a
specific class (including, but not limited to, maintaining telephone lines and
personnel to answer shareholder inquiries about their accounts or about the
Fund), (e) litigation and other legal expenses relating to a specific class of
shares, (f) Directors' fees or expenses incurred as a result of issues relating
to a specific class of shares, (g) accounting and consulting expenses relating
to a specific class of shares, (h) any fees imposed pursuant to a non-Rule 12b-1
shareholder services plan that relate to a specific class of shares, and (i) any
additional expenses, not including advisory or custodial fees or other expenses
related to the management of the Fund's assets, if these expenses are actually
incurred in a different amount with respect to a class, or if services are
provided with respect to a class that are of a different kind or to a different
degree than with respect to one or more other classes.
All expenses not now or hereafter designated as Class Expenses ("Fund
Expenses") will be allocated to each class on the basis of the net asset value
of that class in relation to the net asset value of the Fund.
Waivers and Reimbursements
The investment adviser of the Fund (the "Adviser") or Distributor may
choose to waive or reimburse Rule 12b-1 fees, transfer agency fees or any Class
Expenses on a voluntary, temporary basis. Such waiver or reimbursement may be
applicable to some or all of the classes and may be in different amounts for one
or more classes.
Income, Gain and Losses
Income and realized and unrealized capital gains and losses shall be
allocated to each class on the basis of the net asset value of that class in
relation to the net asset value of the Fund.
Conversion and Exchange Features
Conversion Feature
Class B shares of the Fund automatically convert to Class A shares of the
Fund after a certain number of months or years after the end of the calendar
month in which the shareholder's purchase order was accepted as described in the
Prospectus. Class B shares purchased through reinvestment of dividends and
distributions will be treated as Class B shares for all purposes except that
such Class B shares will be considered held in a separate sub-account. Each time
any Class B shares in the shareholder's account convert to Class A shares, an
equal pro-rata portion of the Class B shares in the sub-account will also
convert to Class A shares.
The conversion of Class B shares to Class A shares may be suspended if the
opinion of counsel obtained by the Fund that the conversion does not constitute
a taxable event under current federal income tax law is no longer available.
Class B shares will convert into Class A shares on the basis of the relative net
asset value of the two classes, without the imposition of any sales load, fee or
other charge.
In the event of any material increase in payments authorized under the
Rule 12b-1 Plan (or, if presented to shareholders, any material increase in
payments authorized by a non-Rule 12b-1 shareholder services plan) applicable to
Class A shares, existing Class B shares will stop converting into Class A shares
unless the Class B shareholders, voting separately as a class, approve the
increase in such payments. Pending approval of such increase, or if such
increase is not approved, the Directors shall take such action as is necessary
to ensure that existing Class B shares are exchanged or converted into a new
class of shares ("New Class A") identical in all material respects to Class A
shares as existed prior to the implementation of the increase in payments, no
later than such shares were previously scheduled to convert to Class A shares.
If deemed advisable by the Directors to implement the foregoing, such action may
include the exchange of all existing Class B shares for new classes of shares
("New Class B") identical to existing Class B shares, except that New Class B
shares shall convert to New Class A shares. Exchanges or conversions described
in this paragraph shall be effected in a manner that the Directors reasonably
believe will not be subject to federal income taxation. Any additional cost
associated with the creation, exchange or conversion of New Class A and New
Class B shares shall be borne by the Adviser and the Distributor. Class B shares
sold after the implementation of the fee increase may convert into Class A
shares subject to the higher maximum payment, provided that the material
features of the Class A plan and the relationship of such plan to the Class B
shares are disclosed in an effective registration statement.
Exchange Features
Shares of each class generally will be permitted to be exchanged only for
shares of a class with similar characteristics in another AllianceBernstein
Mutual Fund and shares of certain AllianceBernstein money market funds, except
that certain holders of Class A shares and certain holders of Class C shares of
the Fund eligible to purchase and hold Advisor Class shares of the Fund may also
exchange their Class A shares or Class C shares for Advisor Class shares. All
exchange features applicable to each class will be described in the Prospectus
or Statement of Additional Information.
Dividends
Dividends paid by the Fund with respect to its Class A shares, Class B
shares, Class C shares, Advisor Class shares, Class R shares, Class K shares and
Class I shares, to the extent any dividends are paid, will be calculated in the
same manner, at the same time and will be in the same amount, except that any
Rule 12b-1 fee payments relating to a class of shares will be borne exclusively
by that class and any incremental transfer agency costs or, if applicable, Class
Expenses relating to a class shall be borne exclusively by that class.
Voting Rights
Each share of a Fund entitles the shareholder of record to one vote. Each
class of shares of the Fund will vote separately as a class with respect to the
Rule 12b-1 plan applicable to that class and on other matters for which class
voting is required under applicable law. Class A and Class B shareholders will
vote as two separate classes to approve any material increase in payments
authorized under the Rule 12b-1 plan applicable to Class A shares.
Responsibilities of the Directors
On an ongoing basis, the Directors will monitor the Fund for the existence
of any material conflicts among the interests of the seven classes of shares.
The Directors shall further monitor on an ongoing basis the use of waivers or
reimbursement by the Adviser and the Distributor of expenses to guard against
cross-subsidization between classes. The Directors, including a majority of the
disinterested Directors, shall take such action as is reasonably necessary to
eliminate any such conflict that may develop. If a conflict arises, the Adviser
and Distributor, at their own cost, will remedy such conflict up to and
including establishing one or more new registered management investment
companies.
Reports to the Directors
The Adviser and Distributor will be responsible for reporting any
potential or existing conflicts among the seven classes of shares to the
Directors. In addition, the Directors will receive quarterly and annual
statements concerning distributions and shareholder servicing expenditures
complying with paragraph (b)(3)(ii) of Rule 12b-1. In the statements, only
expenditures properly attributable to the sale or servicing of a particular
class of shares shall be used to justify any distribution or service fee charged
to that class. The statements, including the allocations upon which they are
based, will be subject to the review of the disinterested Directors in the
exercise of their fiduciary duties.
Amendments
The Plan may be amended from time to time in accordance with the
provisions and requirements of the Rule.
Compliance with Fund Governance Standards
While the Plan is in effect, the Fund's Board of Directors will comply
with the fund governance standards set forth in Rule 0-1(a)(7) under the Act.
Amended and restated by action of the Board of Directors the 9th day of March,
2011.
By: /s/ Emilie D. Wrapp
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Emilie D. Wrapp
Secretary