Exhibit 99(a)(16)

ALLIANCEBERNSTEIN CAP FUND, INC.

ARTICLES SUPPLEMENTARY

AllianceBernstein Cap Fund, Inc., a Maryland corporation having its principal office in Maryland in the City of Baltimore (hereinafter called the "Corporation"), certifies that:

FIRST:  Under a power contained in Article FIFTH of the charter of the Corporation (the "Charter"), the Board of Directors of the Corporation hereby classifies and designates 10,000,000,000 unissued and unclassified shares of capital stock of the Corporation as the following classes in the AllianceBernstein All Market Alternative Return Portfolio (the "Portfolio"):

Name of Class	Number of Shares
Class A Common Stock	1,000,000,000
Class B Common Stock	1,000,000,000
Class C Common Stock	1,000,000,000
Advisor Class Common Stock	1,000,000,000
Class R Common Stock	1,000,000,000
Class K Common Stock	1,000,000,000
Class I Common Stock	1,000,000,000
Class Z Common Stock	1,000,000,000
Class 1 Common Stock	1,000,000,000
Class 2 Common Stock	1,000,000,000

SECOND:  The shares of the Class A Common Stock, Class B Common Stock, Class C Common Stock, Class R Common Stock, Class K Common Stock, Class I Common Stock, Advisor Class Common Stock, Class Z Common Stock, Class 1 Common Stock and Class 2 Common Stock of the Portfolio, as so classified by the Board of Directors of the Corporation, shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption set forth in the Charter except to the extent that any such provisions relate specifically only to other classes of Common Stock of the Corporation, and shall be subject to all provisions of the Charter relating to stock of the Corporation generally, and those set forth as follows:

(1)The assets attributable to the Class A Common Stock, Class B Common Stock, Class C Common Stock, Class R Common Stock, Class K Common Stock, Class I Common Stock, Advisor Class Common Stock, Class Z Common Stock, Class 1 Common Stock and Class 2 Common Stock of the Fund shall be invested in the same investment portfolio of the Corporation.

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(2)Shares of each of the Class A Common Stock, Class B Common Stock, Class C Common Stock, Class R Common Stock, Class K Common Stock, Class I Common Stock, Advisor Class Common Stock, Class Z Common Stock, Class 1 Common Stock and Class 2 Common Stock of the Portfolio shall be entitled to such dividends or distributions, in stock or in cash or both, as may be authorized by the Board of Directors and declared by the Corporation from time to time with respect to such class.  Specifically, and without limiting the generality of the foregoing, the dividends and distributions of investment income and capital gains with respect to the Class A Common Stock, Class B Common Stock, Class C Common Stock, Class R Common Stock, Class K Common Stock, Class I Common Stock, Advisor Class Common Stock, Class Z Common Stock, Class 1 Common Stock and Class 2 Common Stock of the Portfolio shall be in such amounts, which may vary among the classes, as may be authorized by the Board of Directors and declared by the Corporation from time to time, and such dividends and distributions may vary among the classes of the Portfolio to reflect differing allocations of the expenses of the Corporation among the holders of the classes and any resultant differences among the net asset values per share of the classes, to such extent and for such purposes as the Board of Directors of the Corporation may deem appropriate.  The allocation of investment income, realized and unrealized capital gains and losses, expenses and liabilities of the Corporation and amounts distributable in the event of dissolution of the Corporation or liquidation of the Corporation or of the Portfolio among the various classes of the Portfolio shall be determined by the Board of Directors of the Corporation in a manner that is consistent with the Investment Company Act of 1940, the rules and regulations thereunder, and the interpretations thereof, in each case as from time to time amended, modified or superseded.  The determination of the Board of Directors shall be conclusive as to the allocation of investment income and realized and unrealized capital gains and losses, expenses and liabilities (including accrued expenses and reserves) and assets to a particular class or classes.

(3) Except as provided below, on each matter submitted to a vote of the holders of the Class A Common Stock, Class B Common Stock, Class C Common Stock, Class R Common Stock, Class K Common Stock, Class I Common Stock, Advisor Class Common Stock, Class Z Common Stock, Class 1 Common Stock or Class 2 Common Stock of the Portfolio, each such holder shall be entitled to one vote for each share standing in his or her name on the books of the Corporation.  Subject to any applicable requirements of the Investment Company Act of 1940, as from time to time in effect, or rules or orders of the Securities and Exchange Commission or any successor thereto, or other applicable law, all such holders of shares of stock shall vote as a single class except with respect to any matter which affects only one or more (but less than all) classes of stock, in which case only the holders of shares of the classes affected shall be entitled to vote.  Without limiting the generality of the foregoing, and subject to any applicable requirements of the Investment Company Act of 1940, as from time to time in effect, or rules or orders of the Securities and Exchange Commission or any successor thereto, or other applicable law, the holders of the Class A Common Stock, Class B Common Stock, Class C Common Stock, Class R Common Stock, Class K Common Stock, Class I Common Stock, Advisor Class Common Stock, Class Z Common Stock, Class 1 Common Stock and Class 2 Common Stock, respectively, of the Portfolio, as applicable, shall have (i) exclusive voting rights with respect to any matter submitted to a vote of stockholders that affects only holders of the applicable class of the Portfolio and (ii) no voting rights with respect to any other matter that affects one or more of such other classes of Common Stock, but not the class of which they are holders.

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(4)At such times as may be determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) in accordance with the Investment Company Act of 1940, applicable rules and regulations thereunder and applicable rules and regulations of the Financial Industry Regulatory Authority and from time to time reflected in the registration statement of the Corporation (the "Corporation's Registration Statement"), shares of a particular class of stock of the Portfolio may be automatically converted into shares of another class of stock of the Portfolio based on the relative net asset values of such classes at the time of conversion, subject, however, to any conditions of conversion that may be imposed by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and reflected in the Corporation's Registration Statement.  The terms and conditions of such conversion may vary within and among the classes to the extent determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and set forth in the Corporation's Registration Statement.

THIRD:A.  Immediately before the increase in authorized capital stock provided for herein, the total number of shares of stock of all classes which the Corporation had authority to issue was 592,000,000,000 shares, of which 111,000,000,000 are unissued, unclassified shares of the Corporation and 481,000,000,000 are shares of stock of all classes, the par value of each share of stock being $.0001, with an aggregate par value of $59,200,000, classified as follows:

Name of Portfolio	AllianceBernsteinSmall Cap Growth Portfolio	AllianceBernsteinMarket Neutral Strategy – U.S.	AllianceBernsteinEmerging MarketsMulti-Asset Portfolio	AllianceBernsteinDynamic All Market Fund	AllianceBernsteinDynamic All Market Plus Fund	AllianceBernsteinSelect US Equity Portfolio
Class A Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class B Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class C Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Advisor Class Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class R Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class K Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class I Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class Z Common Stock				3,000,000,000
Class 1 Common Stock			3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class 2 Common Stock			3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000

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Name of Portfolio	AllianceBernstein Select US Long/Short Portfolio	AllianceBernstein Concentrated Growth Fund	AllianceBernstein Multi-Manager Alternative Strategies Fund	AllianceBernsteinEmerging Markets Growth Portfolio	AllianceBernsteinEmerging Markets Core Portfolio	AllianceBernsteinMid Cap Growth Portfolio
Class A Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class B Common Stock	3,000,000,000	3,000,000,000	3,000,000,000
Class C Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Advisor Class Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class R Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class K Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class I Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class Z Common Stock		3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class 1 Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class 2 Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000

Name of Portfolio	AllianceBernsteinSmall Cap Value Portfolio	AllianceBernsteinConcentrated Global Growth Portfolio	AllianceBernsteinLong/ShortMulti-Manager Portfolio	AllianceBernsteinGlobal Core Equity Portfolio	AllianceBernsteinAll Market Income Portfolio	AllianceBernsteinMulti-Manager SelectRetirement Allocation Fund
Class A Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class B Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class C Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Advisor ClassCommon Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class R Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class K Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class I Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class Z Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 1 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 2 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000

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Name of Portfolio	AllianceBernsteinMulti-Manager Select 2010 Fund	AllianceBernsteinMulti-Manager Select 2015 Fund	AllianceBernsteinMulti-Manager Select 2020 Fund	AllianceBernsteinMulti-Manager Select 2025 Fund	AllianceBernsteinMulti-Manager Select 2030 Fund	AllianceBernsteinMulti-Manager Select 2035 Fund
Class A Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class B Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class C Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Advisor ClassCommon Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class R Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class K Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class I Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class Z Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 1 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 2 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000

Name of Portfolio	AllianceBernsteinMulti-Manager Select 2040 Fund	AllianceBernsteinMulti-Manager Select 2045 Fund	AllianceBernsteinMulti-Manager Select 2050 Fund	AllianceBernsteinMulti-Manager Select 2055 Fund
Class A Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class B Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class C Common Stock.	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Advisor Class Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class R Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class K Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class I Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class Z Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 1 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 2 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000

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B.  Immediately after the increase in authorized capital stock provided for herein, the total number of shares of stock of all classes which the Corporation has authority to issue is 592,000,000,000 shares, of which 101,000,000,000 are unissued, unclassified shares of the Corporation and 491,000,000,000 are shares of stock of all classes, the par value of each share of stock being $.0001, with an aggregate par value of $59,200,000, classified as follows:

Name of Portfolio	AllianceBernsteinSmall Cap Growth Portfolio	AllianceBernsteinMarket Neutral Strategy – U.S.	AllianceBernsteinEmerging MarketsMulti-Asset Portfolio	AllianceBernsteinDynamic All Market Fund	AllianceBernsteinDynamic All Market Plus Fund	AllianceBernsteinSelect US Equity Portfolio
Class A Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class B Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class C Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Advisor Class Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class R Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class K Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class I Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class Z Common Stock				3,000,000,000
Class 1 Common Stock			3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class 2 Common Stock			3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000

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Name of Portfolio	AllianceBernsteinSelect US Long/Short Portfolio	AllianceBernsteinConcentratedGrowth Fund	AllianceBernsteinMulti-ManagerAlternativeStrategies Fund	AllianceBernsteinEmerging Markets Growth Portfolio	AllianceBernsteinEmerging Markets Core Portfolio	AllianceBernsteinMid Cap Growth Portfolio
Class A Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class B Common Stock	3,000,000,000	3,000,000,000	3,000,000,000
Class C Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Advisor ClassCommon Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class R Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class K Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class I Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class Z Common Stock		3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class 1 Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000
Class 2 Common Stock	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000	3,000,000,000

Name of Portfolio	AllianceBernsteinSmall Cap Value Portfolio	AllianceBernsteinConcentrated Global Growth Portfolio	AllianceBernsteinLong/ShortMulti-Manager Portfolio	AllianceBernsteinGlobal Core Equity Portfolio	AllianceBernsteinAll Market Income Portfolio	AllianceBernsteinMulti-Manager SelectRetirement Allocation Fund
Class A Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class B Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class C Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Advisor Class Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class R Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class K Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class I Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class Z Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 1 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 2 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000

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Name of Portfolio	AllianceBernsteinMulti-Manager Select 2010 Fund	AllianceBernsteinMulti-Manager Select 2015 Fund	AllianceBernsteinMulti-Manager Select 2020 Fund	AllianceBernsteinMulti-Manager Select 2025 Fund	AllianceBernsteinMulti-Manager Select 2030 Fund	AllianceBernsteinMulti-Manager Select 2035 Fund
Class A Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class B Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class C Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Advisor ClassCommon Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class R Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class K Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class I Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class Z Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 1 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 2 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000

Name of Portfolio	AllianceBernsteinMulti-Manager Select 2040 Fund	AllianceBernsteinMulti-Manager Select 2045 Fund	AllianceBernsteinMulti-Manager Select 2050 Fund	AllianceBernsteinMulti-Manager Select 2055 Fund	AllianceBernsteinAll MarketAlternative Return Portfolio
Class A Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class B Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class C Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Advisor Class Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class R Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class K Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class I Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class Z Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 1 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Class 2 Common Stock	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000

FOURTH:  The Corporation is registered as an open-end company under the Investment Company Act of 1940.

FIFTH:  The Board of Directors of the Corporation has the authority to reclassify shares in accordance with the Articles of Incorporation of the Corporation.

SIXTH:  The shares aforesaid have been duly classified by the Corporation's Board of Directors pursuant to authority and power contained in the Charter.

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IN WITNESS WHEREOF, AllianceBernstein Cap Fund, Inc. has caused these Articles Supplementary to be executed in its name and on its behalf by Robert M. Keith, President of the Corporation, and attested by Stephen J. Laffey, the Assistant Secretary of the Corporation, this 7^th day of November 2014.  The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and states that, to the best of his knowledge, information and belief, the matters and facts set forth herein relating to authorization and approval hereof are true in all material respects, and that this statement is made under penalties for perjury.

ALLIANCEBERNSTEIN CAP FUND, INC.
By:	/s/ Robert M. Keith
	Robert M. Keith
	President

ATTEST

/s/ Stephen J. Laffey

Stephen J. Laffey

Assistant Secretary

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