Exhibit (h)(39)

                       ACQUIRED FUND FEE WAIVER AGREEMENT

                             ALLIANCEBERNSTEIN L.P.
                          1345 Avenue of the Americas
                            New York, New York 10105



                                                            February 28, 2017


AllianceBernstein Cap Fund, Inc. - AllianceBernstein All Market Income Portfolio
1345 Avenue of the Americas
New York, New York 10105

Dear Sirs:

      AllianceBernstein L.P. herewith confirms our agreement with you as
follows:

      1. You are an open-end, non-diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"). You
propose to engage in the business of investing and reinvesting your assets in
accordance with applicable limitations. Pursuant to an Advisory Agreement dated
as of December 18, 2014 (the "Advisory Agreement"), you have employed us to
manage the investment and reinvestment of such assets with respect to the
AllianceBernstein All Market Income Portfolio (the "Portfolio").

      2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall waive a portion of the fees
payable to us pursuant to the Advisory Agreement ("Advisory Fees") or reimburse
other expenses of the Portfolio as provided herein. We agree that, until March
1, 2018 (the "Limitation Expiration Date"), Advisory Fees shall be waived and/or
Portfolio expenses shall be reimbursed in an amount equal to the fees and
expenses (investment advisory fees as well as other fees and expenses)
indirectly borne by the Portfolio of registered investment companies or series
thereof in which the Portfolio invests for which we serve as investment adviser.

      3. Nothing in this Agreement shall be construed as preventing us from
contractually or voluntarily limiting, waiving or reimbursing other of your
expenses outside the contours of this Agreement during any time period before or
after the Limitation Expiration Date; nor shall anything herein be construed as
requiring that we limit, waive or reimburse any of your expenses incurred after
the Limitation Expiration Date or, except as expressly set forth herein, prior
to the Limitation Expiration Date.

      4. This Agreement shall become effective on the date hereof and remain in
effect until the Limitation Expiration Date.




      5. This Agreement shall be construed in accordance with the laws of the
State of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the Act.

      If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

                                           Very truly yours,

                                           ALLIANCEBERNSTEIN L.P.


                                        By:
                                           /s/ Emilie D. Wrapp
                                           --------------------
                                           Emilie D. Wrapp
                                           Assistant Secretary


Agreed to and accepted
as of the date first set forth above.



ALLIANCEBERNSTEIN CAP FUND, INC.

By:
   /s/ Stephen J. Laffey
   ---------------------
   Stephen J. Laffey
   Assistant Secretary