Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
January 19, 2012
VIA EDGAR
Ms. Deborah O'Neal-Johnson
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Cap Fund, Inc. - AllianceBernstein Emerging
Markets Equity Portfolio
Post-Effective Amendment No. 110
File Nos. 2-29901 and 811-01716
Dear Ms. O'Neal-Johnson:
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 Emerging Markets Equity
Portfolio (the "Fund"), as provided orally to Young Seo of this office on
December 15, 2011. The Staff's comments and our responses are discussed below.
Prospectus
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Comment 1: Fees and Expenses of the Fund - Annual Fund Operating Expenses: The
subheadings, "Transfer Agent" and "Other Expenses", under the
heading, "Other Expenses", are indented. Please also indent the
percentage numbers for the same subheadings.
Response: We have revised the Prospectus in response to this comment.
Comment 2: Fees and Expenses of the Fund - Annual Fund Operating Expenses:
Please confirm that the Fund's Board cannot terminate the waiver
before the expiration date of the waiver.
Response: The Adviser has contractually agreed with the Fund to waive fees
and/or reimburse expenses and not to terminate this fee waiver
arrangement until 2015. While we believe it is unlikely because
termination could result in a fee increase, the Fund's Board
nevertheless retains the discretion, in accordance with its
responsibilities under the Investment Company Act of 1940 and state
law, to terminate the fee waiver arrangement before the expiration
of its term if such termination would be in the best interests of
the Fund's shareholders.
Comment 3: Principal Strategies: Please confirm that a definition of an
"emerging market issuer" is provided in the prospectus.
Response: The definition of an "emerging market issuer" is provided in the
Item 9 disclosure.
Comment 4: Principal Strategies: Regarding credit default swap agreements
("CDS"), if the Fund intends to write CDS, please provide disclosure
that the Fund will cover the full notional value of the CDS it
writes.
Response: The Fund covers its position in accordance with the 1940 Act, the
rules thereunder and SEC and staff interpretative guidance.
Comment 5: Principal Risks: As reflected in the ICI Letter, a derivatives risk
disclosure needs to be tailored to the contemplated use of the
derivatives by the Portfolio and specific as to the Portfolio's
intent. Please ensure that the derivatives risk disclosure is
consistent with the ICI Letter.
Response: We believe that the disclosure is consistent with the ICI Letter.
Comment 6: Additional Information About The Fund's Risks and Investments -
Portfolio Holdings: If a description of the Fund policies and
procedures with respect to the disclosure of the Fund portfolio
securities is available also on the Fund's website, that fact should
be disclosed.
Response: We have not revised the Prospectus in response to this comment
because a separate description of the Fund's policies and procedures
with respect to the disclosure of the Fund's portfolio securities is
not available on the Fund's website.
Comment 7: Management of the Fund - Performance of Similarly Managed Accounts:
Please include disclosure that the Similarly Managed Accounts and
the Fund have substantially the same investment objectives,
strategies and policies.
Response: We have revised the prospectus in response to this comment.
Comment 8: Management of the Fund - Performance of Similarly Managed Accounts:
The first sentence of the third paragraph states that "[t]he
performance data is net of all fees (including brokerage
commissions) charged to the Similarly Managed Accounts". Please
confirm that the excluded fees include sales loads, if any.
Response: This is to confirm that excluded fees include sales loads, if any.
Retirement Prospectus
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Comment 9: Fee Table: The sales charge for Class A shares, currently reading
"None" in the Fee Table, should reflect what is in the retail
prospectus - 4.25%. Changing this will affect the cost example and
the performance table.
Response: While, as we have discussed with you, we do not believe it is
necessary, appropriate or required by Form N1-A, we have revised the
Prospectus in response to this comment.
Comment 10: Fee Table: The sales charge reflected in the fee table for Deferred
Sales Charge, currently reading "None", should be 1% as is stated in
the footnote (a) and footnote (a) should instead explain the
circumstances upon which no Deferred Sales Charge will occur.
Response: While, as we have discussed with you, we do not believe it is
necessary, appropriate or required by Form N1-A, we have revised the
Prospectus in response to this comment.
* * *
We hereby acknowledge that (i) the Fund is 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 Fund 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/ Joanne A. Skerrett
----------------------
Joanne A. Skerrett
cc: Emilie D. Wrapp, Esq.
Eric Freed, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0470 1251722