EX-99.77D POLICIES 2 policychanges.txt POLICIES ALLIANCEBERNSTEIN CAP FUND, INC. ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO FORMER POLICIES CURRENT POLICIES Investment Objective: Fundamental: Non-fundamental: The Funds investment objective The Funds investment objective is growth of capital by pursing is long-term growth of capital. aggressive investment policies. Current income is incidental to the Funds objective. Fundamental Investment Policies The Fund is a diversified fund The Fund is diversified. as a matter of fundamental policy. Related fundamental policy: Related fundamental policy: The Fund may not purchase the Policy eliminated. securities of any one issuer, other than the U.S. Government or any of its agencies or instrumentalities, if as a result more than 5% of its total assets would be invested in such issuer or the Fund would own more than 10% of the outstanding voting securities of such issuer, except that up to 25% of its total assets may be invested without regard to these 5% and 10% limitations. The Fund may not invest more The Fund may not concentrate than 25% of its total assets investments in an industry, as in any particular industry. concentration may be defined under the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities. The Fund may not issue senior The Fund may not issue any senior securities (except to the extent security (as that term is defined that securities lending may be in the 1940 Act) or borrow money, considered senior securities) except to the extent permitted or borrow money, except for by the 1940 Act or the rules and temporary or emergency purposes regulations thereunder (as such in an amount not exceeding 5% of statute, rules or regulations may its total assets at the time the be amended from time to time) borrowing is made. or by guidance regarding, or interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities. For the purposes of this restriction, margin and collateral arrangements, including, for example, with respect to permitted borrowings, options, futures contracts, options on futures contracts and other derivatives such as swaps are not deemed to involve the issuance of a senior security. The Fund may not purchase or sell real estate. The Fund may not purchase or sell real estate except that it may dispose of real estate acquired as a result of the ownership of securities or other instruments. This restriction does not prohibit the Fund from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business. The Fund may not participate Prohibition eliminated. on a joint or joint and several basis in any securities trading account. The Fund may not invest in Prohibition eliminated. companies for the purpose of exercising control. The Fund may not purchase The Fund may not purchase or or sell commodities or sell commodities regulated by commodity contracts, except the Commodity Futures Trading financial forward and futures Commission under the Commodity contracts and options on Exchange Act or commodities such contracts. contracts except for futures contracts and options on futures contracts. Related non-fundamental policies: Related non-fundamental policies: The Fund will not enter into Restriction eliminated. any futures contracts or options on futures contracts if immediately thereafter the market values of the outstanding futures contracts of the Fund and the currencies and futures contracts subject to outstanding options written by the Fund would exceed 50% of its total assets. The Fund may not purchase or Restriction eliminated. sell a stock index future if immediately thereafter more than 30% of its total assets would be hedged by stock index futures or the sum of the amount of margin deposits on the Funds existing futures positions would exceed 5% of the market value of the Funds total assets. The Fund may not write put options. Prohibition eliminated Related non-fundamental policy: Related non-fundamental policy: The Fund may write covered call The Fund may write covered call options of up to 15% of its options and purchase and sell total assets and purchase put and call options written and sell put and call options by others. written by others of up to, for all options, 10% of its total assets. Prohibition eliminated. The Fund may not, except Prohibition eliminated. as permitted in connection with short sales of securities against the box, make short sales of securities. Related non-fundamental policy: Related non-fundamental policy: The Fund may make short Restriction eliminated. sales of securities against the box but not more than 15% of its net assets may be deposited on short sales. The Fund may not make loans The Fund may not make loans to other persons, except except through (i) the that the Fund may lend its purchase of debt obligations portfolio securities in in accordance with its accordance with applicable investment objectives and law. The acquisition of policies; (ii) the lending investment securities or of Fund securities; (iii) other investment instruments the use of repurchase shall not be deemed the agreements; or (iv) the making of a loan. making of loans to affiliated funds as permitted under the 1940 Act, the rules and regulations thereunder (as such statutes, rule or regulations may be amended from time to time), or by guidance regarding, and interpretations of, or exemptive orders under, the 1940 Act. Except as permitted in Prohibition eliminated. connection with short sales of securities or writing of call options, the Fund may not pledge, mortgage or hypothecate any of its assets The Fund may not purchase Policy eliminated. securities on margin, but it may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities. Non-fundamental policy: The Fund may not purchase securities on margin, except (i) as otherwise provided under rules adopted by the SEC under the 1940 Act or by guidance regarding the 1940 Act, or interpretations thereof, and (ii) that the Fund may obtain such short-term credits as are necessary for the clearance of portfolio transactions, and the Fund may make margin payments in connection with futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments. The Fund will not invest Prohibition eliminated. more than 5% of its total assets in puts, calls, straddles, spreads or any combination thereof nor more than 2% of its net assets in puts or calls written by others. The Fund will not invest Prohibition eliminated. more than 5% of its net assets in warrants nor more than 2% of its net assets in unlisted warrants. The Fund will not invest in Prohibition eliminated. real estate (including limited partnership interests), excluding readily marketable securities or participations or other direct interests in oil, gas or other mineral leases, exploration or development programs. The Fund will not purchase Prohibition eliminated. or retain the securities of any issuer if those officers and Directors of the Fund or its Adviser owning individually more than 1/2 of 1% of such issuer together own more than 5% of the securities of such issuer. Non-fundamental Investment Policies The Fund may not act as an Policy eliminated. underwriter of securities. Fundamental policy: The Fund may not act as an underwriter of securities, except that a Fund may acquire restricted securities under circumstances in which, if such securities were sold, the Fund might be deemed to be an underwriter for purposes of the Securities Act of 1933, as amended (the Securities Act). The Fund will limit its The Fund will limit its investment in illiquid investment in illiquid securities securities to no more than to no more than 15% of net 15% of its net assets. assets or such other amount permitted by guidance regarding the 1940 Act. The Fund may seek to The Fund may lend Fund securities increase income by to the extent permitted under lending portfolio securities. the 1940 Act or the rules and The aggregate value of the regulations thereunder securities loaned by the Fund (as such statute, rules or may not exceed 33-1/3% of regulations may be amended the value of the Funds total from time to time) or by assets (including collateral guidance regarding, for any stock loaned). interpretations of, or exemptive orders under, the 1940 Act. The Fund may invest in other The Fund may invest in the investment companies to the securities of other investment extent permitted by the 1940 companies, including Act. exchange-traded funds, to the extent permitted under the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities. The Fund also may invest in Policy eliminated. non-convertible bonds, preferred stocks, and foreign securities.