EX-99.A18 2 d6287387_ex99a-18.htm
Exhibit 99(a)(18)
ALLIANCEBERNSTEIN CAP FUND, INC.
ARTICLES OF AMENDMENT
(Changing its Name to AB Cap Fund, Inc.)
AllianceBernstein Cap Fund, Inc., a Maryland corporation having its principal office in Maryland in the City of Baltimore (hereinafter called the "Corporation"), certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST:  The charter of the Corporation is hereby amended by striking out Article SECOND and inserting in lieu thereof the following:
SECOND:  The name of the corporation (hereinafter called the "Corporation") is AB Cap Fund, Inc.
SECOND:  The charter of the Corporation is hereby amended by changing the designations of certain of the issued and unissued shares of the Common Stock of the AllianceBernstein Small Cap Growth Portfolio, the AllianceBernstein Market Neutral Strategy – U.S., the AllianceBernstein Emerging Markets Multi-Asset Portfolio, the AllianceBernstein All Market Growth Portfolio, the AllianceBernstein Dynamic All Market Plus Fund, the AllianceBernstein Select US Equity Portfolio, the AllianceBernstein Select US Long-Short Portfolio, the AllianceBernstein Concentrated Growth Fund, the AllianceBernstein Multi-Manager Alternative Strategies Fund, the AllianceBernstein Emerging Markets Growth Portfolio, the AllianceBernstein Emerging Markets Core Portfolio, the AllianceBernstein Mid Cap Growth Portfolio, the AllianceBernstein Small Cap Value Portfolio, the AllianceBernstein Concentrated Global Growth Portfolio, the AllianceBernstein Long-Short Multi-Manager Fund, the AllianceBernstein Global Core Equity Portfolio, the AllianceBernstein All Market Income Portfolio, the AllianceBernstein Multi-Manager Select Retirement Allocation Fund, the AllianceBernstein Multi-Manager Select 2010 Fund, the AllianceBernstein Multi-Manager Select 2015 Fund, the AllianceBernstein Multi-Manager Select 2020 Fund, the AllianceBernstein Multi-Manager Select 2025 Fund, the AllianceBernstein Multi-Manager Select 2030 Fund, the AllianceBernstein Multi-Manager Select 2035 Fund, the AllianceBernstein Multi-Manager Select 2040 Fund, the AllianceBernstein Multi-Manager Select 2045 Fund, the AllianceBernstein Multi-Manager Select 2050 Fund, the AllianceBernstein Multi-Manager Select 2055 Fund, and the AllianceBernstein All Market Alternative Return Portfolio as follows:

 
 
Current Name of Class of Series
Amended Name
AllianceBernstein Small Cap Growth Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
 
AB Small Cap Growth Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
 
AllianceBernstein Market Neutral Strategy – U.S.
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
 
AB Market Neutral Strategy – U.S.
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
 
AllianceBernstein Emerging Markets Multi-Asset Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Emerging Markets Multi-Asset Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class 1 Common Stock
Class 2 Common Stock
 

2



Current Name of Class of Series
Amended Name
AllianceBernstein All Market Growth Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB All Market Growth Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Dynamic All Market Plus Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class 1 Common Stock
Class 2 Common Stock
AB Dynamic All Market Plus Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Select US Equity Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Select US Equity Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class 1 Common Stock
Class 2 Common Stock
 

3



Current Name of Class of Series
Amended Name
AllianceBernstein Select US Long/Short Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Select US Long/Short Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Concentrated Growth Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Concentrated Growth Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Multi-Manager Alternative Strategies Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Alternative Strategies Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 

4



Current Name of Class of Series
Amended Name
AllianceBernstein Emerging Markets Growth Portfolio
 
Class A Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Emerging Markets Growth Portfolio
 
Class A Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Emerging Markets Core Portfolio
 
Class A Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Emerging Markets Core Portfolio
 
Class A Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Mid Cap Growth Portfolio
 
Class A Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Mid Cap Growth Portfolio
 
Class A Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
 
5

 
 
Current Name of Class of Series
Amended Name
AllianceBernstein Small Cap Value Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Small Cap Value Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Concentrated Global Growth Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Concentrated Global Growth Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Long-Short Multi-Manager Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Long-Short Multi-Manager Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
 
6

 
 
Current Name of Class of Series
Amended Name
AllianceBernstein Global Core Equity Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Global Core Equity Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein All Market Income Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB All Market Income Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AllianceBernstein Multi-Manager Select Retirement Allocation Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select Retirement Allocation Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock

7

 
 
Current Name of Class of Series
Amended Name
AllianceBernstein Multi-Manager Select 2010 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2010 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
AllianceBernstein Multi-Manager Select 2015 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2015 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
AllianceBernstein Multi-Manager Select 2020 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2020 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
8

 
 
Current Name of Class of Series
Amended Name
AllianceBernstein Multi-Manager Select 2025 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2025 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
AllianceBernstein Multi-Manager Select 2030 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2030 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
AllianceBernstein Multi-Manager Select 2035 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2035 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
9

 
 
Current Name of Class of Series
Amended Name
AllianceBernstein Multi-Manager Select 2040 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2040 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
AllianceBernstein Multi-Manager Select 2045 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2045 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
AllianceBernstein Multi-Manager Select 2050 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2050 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
10

 
 
Current Name of Class of Series
Amended Name
AllianceBernstein Multi-Manager Select 2055 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB Multi-Manager Select 2055 Fund
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
AllianceBernstein All Market Alternative Return Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 
AB All Market Alternative Return Portfolio
 
Class A Common Stock
Class B Common Stock
Class C Common Stock
Advisor Class Common Stock
Class R Common Stock
Class K Common Stock
Class I Common Stock
Class Z Common Stock
Class 1 Common Stock
Class 2 Common Stock
 

11

 
THIRD:  The amendment to the charter of the Corporation as herein set forth was approved by a majority of the entire Board of Directors of the Corporation.  The charter amendment is limited to changes expressly permitted by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.  The Corporation is registered as an open-end investment company under the Investment Company Act of 1940.
FOURTH:  This amendment to the charter of the Corporation will be effective on January 5, 2015, as permitted by Section 2-610.1 of the Maryland General Corporation Law.

REMAINDER OF PAGE LEFT BLANK
 
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IN WITNESS WHEREOF, AllianceBernstein Cap Fund, Inc. has caused these Articles of Amendment 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 5th day of January, 2015.  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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