Exhibit 99(d)(1)


                          INVESTMENT ADVISORY CONTRACT

                        ALLIANCEBERNSTEIN CAP FUND, INC.

                          1345 Avenue of the Americas
                            New York, New York 10105


                                        July 22, 1992, as amended
                                        September 7, 2004, December 15, 2004,
                                        December 23, 2009, August 2, 2010,
                                        October 26, 2010, July 6, 2011,
                                        August 31, 2011,  December 8, 2011,
                                        December 15, 2011,
                                        September 27, 2012, December 12, 2012,
                                        March 1, 2014, [            ,
                                        2014] and  [                , 2014].

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

Dear Sirs:

            We herewith confirm our agreement with you as follows:

            1. We are currently authorized to issue separate classes of shares
and our Board of Directors is authorized to reclassify and issue any unissued
shares to any number of additional classes or series (Portfolios) each having
its own investment objective, policies and restrictions, all as more fully
described in the prospectus and statement of additional information constituting
parts of our Registration Statement on Form N-1A filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended (the "Registration
Statement"). We are engaged in the business of investing and reinvesting our
capital of each of our Portfolios in securities of the type and in accordance
with the limitations specified in our Certificate of Incorporation, By-Laws,
Registration Statement, and any representation made in our Prospectus, all in
such manner and to such extent as may from time to time be authorized by our
Board of Directors. We enclose copies of the documents listed above and will
from time to time furnish you with any amendments thereof. We will also keep you
currently advised as to the make-up of the portfolio of securities in each of
our Portfolios.

            2. (a) We hereby employ you to advise us in respect of investing and
reinvestment of our capital in each of our Portfolios as above specified, and,
without limiting the generality of the foregoing, to provide management and
other services specified below.

                   (b) You on your own motion will advise us whenever in your
opinion conditions are such as to make it desirable that a specific security or
group of securities be eliminated from the portfolio of securities of a
Portfolio or added to it. You will also keep us in touch with important
developments affecting any Portfolio and on your own initiative will furnish us
from time to time with such information as you may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in our Portfolios, or the industries in which they engage, or the
economy generally. Similar information is to be furnished us with reference to
securities which you may believe desirable for inclusion in a Portfolio. You
will also furnish us with such statistical information with respect to the
securities in each of our Portfolios which we may hold or contemplate purchasing
as you may believe appropriate or as we reasonably may request. In advising us,
you will bear in mind the limitations imposed by our Certificate of
Incorporation and statement of policy included in our Registration Statement and
the limitations in the Investment Company Act and of the Internal Revenue Code
in respect of regulated investment companies for each of our Portfolios.

                   (c) It is understood that you will from time to time employ
or associate with yourselves such persons as you believe to be particularly
fitted to assist you in the execution of this contract, the compensation of such
persons to be paid by you. No obligation may be incurred on our behalf in any
such respect. During the continuance of this agreement you will provide persons
satisfactory to our Board of Directors to serve as our officers. You or your
affiliates will also provide persons, who may be our officers, to render such
clerical, accounting, administrative and other services to us as we may from
time to time request of you. Such personnel may be employees of you and your
affiliates. We will pay to you or your affiliates the cost of such personnel for
rendering such services to us at such rates as shall from time to time be agreed
upon between us, provided that all time devoted to the investment or
reinvestment of securities in each of our Portfolios shall be for your account.
Nothing contained herein shall be construed to restrict our right to hire our
own employees or to contract for services to be performed by third parties.
Furthermore, you or your affiliates (other than us) shall furnish us without
charge with such management supervision and assistance and such office
facilities as you may believe appropriate or as we may reasonably request
subject to the requirements of any regulatory authority to which you may be
subject.

            3. It is further agreed that, except as provided in paragraph 2(c)
hereof, you shall be responsible for the following expenses incurred by us
during each year or portion thereof that this agreement is in effect between us:
(i) the compensation of any of our directors, officers, and employees who devote
less than all of their time to our affairs and who devote part of their time to
the affairs of you and your affiliates, (ii) expenses of computing the net asset
value of the shares of each of our Portfolios to the extent such computation is
required under applicable Federal securities laws, (iii) expenses of office
rental, and (iv) clerical and bookkeeping expenses. We shall be responsible and
hereby assume the obligation for payment of all our other expenses including (a)
brokerage and commission expenses, (b) Federal, State or local taxes, including
issue and transfer taxes, incurred by or levied on us, (c) interest charges on
borrowing, (d) fees and expenses of registering the shares of each of our
Portfolios under the appropriate Federal securities laws (other than expenses
relative to the initial registration) and of qualifying the shares of each of
our Portfolios under applicable State securities laws, including expenses
attendant upon renewing and increasing such registrations and qualifications,
(e) expenses of printing and distributing our prospectuses and other reports to
stockholders, (f) costs of proxy solicitations, (g) charges and expenses
incurred by us in acting as transfer agent and registrar of the shares of each
of our Portfolios, (h) charges and expenses of our custodian, (i) compensation
of our officers, directors and employees who do not devote any part of their
time to the affairs of you or your affiliates, (j) legal and auditing expenses,
(k) payment of all investment advisory fees (including the fees payable to you
hereunder), (1) costs of stationery and supplies, (m) and such promotional
expenses as may be contemplated by an effective plan pursuant to Rule 12b-1
under the Act; provided, however, that our payment of such promotional expenses
shall be in the amounts, and in accordance with the procedures, set forth in
such plan.

            4. We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except for
lack of good faith, provided that nothing herein shall be deemed to protect, or
purport to protect, you against any liability to us or to our security holders
to which you would otherwise be subject by reason of your reckless disregard of
your obligations and duties hereunder.

            5. (a) In consideration of the foregoing we will pay you, in the
case of the Small Cap Growth Portfolio, a monthly fee at an annualized rate of
.75 of 1.00% of the first $2.5 billion, .65 of 1.00% of the excess over $2.5
billion up to $5 billion and .60 of 1.00% of the excess over $5 billion of the
average daily net assets of the Small Cap Growth Portfolio managed by you. In
the event of any termination of this agreement, your compensation will be
calculated on the basis of a period ending on the last day on which this
agreement is in effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days in such
period.

                   (b) In consideration of the foregoing we will pay you, in the
case of the AllianceBernstein Market Neutral Strategy-U.S., a monthly fee at an
annualized rate of 1.25% of the average daily net assets of the
AllianceBernstein Market Neutral Strategy-U.S. managed by you. Your compensation
for the period from the date hereof through the last day of the month in which
the effective date hereof occurs shall be prorated according to the proportion
which such period bears to such full month. In the event of any termination of
this agreement, your compensation will be calculated on the basis of a period
ending on the last day on which this agreement is in effect, subject to
proration based on the number of days elapsed in the current period as a
percentage of the total number of days in such period.

                   (c) In consideration of the foregoing we will pay you, in the
case of the AllianceBernstein Market Neutral Strategy-Global, a monthly fee at
an annualized rate of 1.25% of the average daily net assets of the
AllianceBernstein Market Neutral Strategy-Global managed by you. Your
compensation for the period from the date hereof through the last day of the
month in which the effective date hereof occurs shall be prorated according to
the proportion which such period bears to such full month. In the event of any
termination of this agreement, your compensation will be calculated on the basis
of a period ending on the last day on which this agreement is in effect, subject
to proration based on the number of days elapsed in the current period as a
percentage of the total number of days in such period.

                   (d) In consideration of the foregoing we will pay you, in the
case of the AllianceBernstein International Discovery Equity Portfolio, a
monthly fee at an annualized rate of 1% of the first $1 billion, .95 of 1% of
the excess over $1 billion up to $2 billion, .90 of 1% of the excess over $2
billion up to $3 billion and .85 of 1% of the excess over $3 billion of the
average daily net assets of the AllianceBernstein International Discovery Equity
Portfolio managed by you. Your compensation for the period from the date hereof
through the last day of the month in which the effective date hereof occurs
shall be prorated according to the proportion which such period bears to such
full month. In the event of any termination of this agreement, your compensation
will be calculated on the basis of a period ending on the last day on which this
agreement is in effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days in such
period.

                   (e) In consideration of the foregoing we will pay you, in the
case of the AllianceBernstein Emerging Markets Multi-Asset Portfolio, a monthly
fee at an annualized rate of 1% of the first $1 billion, .95 of 1% of the excess
over $1 billion up to $2 billion, .90 of 1% of the excess over $2 billion up to
$3 billion and .85 of 1% of the excess over $3 billion of the average daily net
assets of the AllianceBernstein Emerging Markets Multi-Asset Portfolio managed
by you. Your compensation for the period from the date hereof through the last
day of the month in which the effective date hereof occurs shall be prorated
according to the proportion which such period bears to such full month. In the
event of any termination of this agreement, your compensation will be calculated
on the basis of a period ending on the last day on which this agreement is in
effect, subject to proration based on the number of days elapsed in the current
period as a percentage of the total number of days in such period.

                   (f) In consideration of the foregoing we will pay you, in the
case of the AllianceBernstein Select US Equity Portfolio, a monthly fee at an
annualized rate of 1% of the average daily net assets of the AllianceBernstein
Select US Equity Portfolio managed by you. Your compensation for the period from
the date hereof through the last day of the month in which the effective date
hereof occurs shall be prorated according to the proportion which such period
bears to such full month. In the event of any termination of this agreement,
your compensation will be calculated on the basis of a period ending on the last
day on which this agreement is in effect, subject to proration based on the
number of days elapsed in the current period as a percentage of the total number
of days in such period.

                   (g) In consideration of the foregoing we will pay you, in the
case of the AllianceBernstein Dynamic All Market Fund, a monthly fee at an
annualized rate of .60 of 1% of the average daily net assets of the
AllianceBernstein Dynamic All Market Fund managed by you. Your compensation for
the period from the date hereof through the last day of the month in which the
effective date hereof occurs shall be prorated according to the proportion which
such period bears to such full month. In the event of any termination of this
agreement, your compensation will be calculated on the basis of a period ending
on the last day on which this agreement is in effect, subject to proration based
on the number of days elapsed in the current period as a percentage of the total
number of days in such period.

                   (h) In consideration of the foregoing we will pay you, in the
case of the AllianceBernstein Select US Long/Short Portfolio, a monthly fee at
an annualized rate of 1.70% of the average daily net assets of the
AllianceBernstein Select US Long/Short Portfolio managed by you. Your
compensation for the period from the date hereof through the last day of the
month in which the effective date hereof occurs shall be prorated according to
the proportion which such period bears to such full month. In the event of any
termination of this agreement, your compensation will be calculated on the basis
of a period ending on the last day on which this agreement is in effect, subject
to proration based on the number of days elapsed in the current period as a
percentage of the total number of days in such period.

                   (i) In consideration of the foregoing we will pay you, in the
case of AllianceBernstein Concentrated Growth Fund, a monthly fee at an
annualized rate of 1.00% of the average daily net assets of the
AllianceBernstein Concentrated Growth Fund managed by you. Your compensation for
the period from the date hereof through the last day of the month in which the
effective date hereof occurs shall be prorated according to the proportion which
such period bears to such full month. In the event of any termination of this
agreement, your compensation will be calculated on the basis of a period ending
on the last day on which this agreement is in effect, subject to proration based
on the number of days elapsed in the current period as a percentage of the total
number of days in such period.

                   (j) In consideration of the foregoing we will pay you, in the
case of AllianceBernstein Emerging Markets Core Portfolio, a monthly fee at an
annualized rate of 1.175% the first $1 billion, 1.05% of the excess over $1
billion up to $2 billion, 1.00% of the excess over $2 billion up to $3 billion,
0.90 of 1.00% of the excess over $3 billion up to $6 billion, and 0.85 of 1.00%
of the excess over $6 billion of the average daily net assets of the
AllianceBernstein Emerging Markets Core Portfolio managed by you. Your
compensation for the period from the date hereof through the last day of the
month in which the effective date hereof occurs shall be prorated according to
the proportion which such period bears to such full month. In the event of any
termination of this agreement, your compensation will be calculated on the basis
of a period ending on the last day on which this agreement is in effect, subject
to proration based on the number of days elapsed in the current period as a
percentage of the total number of days in such period.

                   (k) In consideration of the foregoing we will pay you, in the
case of AllianceBernstein Emerging Markets Growth Portfolio, a monthly fee at an
annualized rate of 1.175% the first $1 billion, 1.05% of the excess over $1
billion up to $2 billion, 1.00% of the excess over $2 billion up to $3 billion,
0.90 of 1.00% of the excess over $3 billion up to $6 billion, and 0.85 of 1.00%
of the excess over $6 billion of the average daily net assets of the
AllianceBernstein Emerging Markets Growth Portfolio managed by you. Your
compensation for the period from the date hereof through the last day of the
month in which the effective date hereof occurs shall be prorated according to
the proportion which such period bears to such full month. In the event of any
termination of this agreement, your compensation will be calculated on the basis
of a period ending on the last day on which this agreement is in effect, subject
to proration based on the number of days elapsed in the current period as a
percentage of the total number of days in such period.

                   (l) In consideration of the foregoing we will pay you, in the
case of AllianceBernstein Mid Cap Growth Portfolio, a monthly fee at an
annualized rate of 0.75 of 1.00% the first $2.5 billion, 0.65 of 1.00% of the
excess over $2.5 billion up to $5.0 billion, and 0.60 of 1.00% of the excess
over $5 billion of the average daily net assets of the AllianceBernstein Mid Cap
Growth Portfolio managed by you. Your compensation for the period from the date
hereof through the last day of the month in which the effective date hereof
occurs shall be prorated according to the proportion which such period bears to
such full month. In the event of any termination of this agreement, your
compensation will be calculated on the basis of a period ending on the last day
on which this agreement is in effect, subject to proration based on the number
of days elapsed in the current period as a percentage of the total number of
days in such period.

                   (m) In consideration of the foregoing we will pay you, in the
case of AllianceBernstein Small Cap Value Portfolio, a monthly fee at an
annualized rate of 0.80% of the average daily net assets of the
AllianceBernstein Small Cap Value Portfolio managed by you. Your compensation
for the period from the date hereof through the last day of the month in which
the effective date hereof occurs shall be prorated according to the proportion
which such period bears to such full month. In the event of any termination of
this agreement, your compensation will be calculated on the basis of a period
ending on the last day on which this agreement is in effect, subject to
proration based on the number of days elapsed in the current period as a
percentage of the total number of days in such period.

                   (n) In consideration of the foregoing we will pay you, in the
case of AllianceBernstein Concentrated Global Growth Portfolio, a monthly fee at
an annualized rate of 0.90% of the average daily net assets of the
AllianceBernstein Concentrated Global Growth Portfolio managed by you. Your
compensation for the period from the date hereof through the last day of the
month in which the effective date hereof occurs shall be prorated according to
the proportion which such period bears to such full month. In the event of any
termination of this agreement, your compensation will be calculated on the basis
of a period ending on the last day on which this agreement is in effect, subject
to proration based on the number of days elapsed in the current period as a
percentage of the total number of days in such period.

            6. This agreement shall become effective on the date hereof and
shall continue in force until September 30, 1992 with respect to the Small Cap
Growth Portfolio, , August 2, 2012 with respect to the AllianceBernstein Market
Neutral Strategy-U.S. and the AllianceBernstein Market Neutral Strategy-Global,
October 26, 2012 with respect to AllianceBernstein International Discovery
Equity Portfolio, , August 31, 2013 with respect to AllianceBernstein Emerging
Markets Multi-Asset Portfolio, December 8, 2013 with respect to
AllianceBernstein Select US Equity Portfolio, December 15, 2013 with respect to
AllianceBernstein Dynamic All Market Fund, December 12, 2014 with respect to
AllianceBernstein Select US Long/Short Portfolio, March 1, 2016 with respect to
AllianceBernstein Concentrated Growth Fund, [___________], 201[6] with respect
to AllianceBernstein Emerging Markets Core Portfolio, [___________], 201[6] with
respect to AllianceBernstein Emerging Markets Growth Portfolio [___________],
201[6] with respect to AllianceBernstein Mid Cap Growth Portfolio, [__________],
201[6] with respect to AllianceBernstein Small Cap Value Portfolio and
[__________], 201[6] with respect to AllianceBernstein Concentrated Global
Growth Portfolio, and continue in effect thereafter with respect to a Portfolio
provided that such continuance is specifically approved at least annually by our
Board of Directors (including a majority of our directors who are not parties to
this agreement or interested persons, as defined in the Investment Company Act,
of any such party), or by vote of a majority of our outstanding voting
securities (as defined in the Investment Company Act) of each Portfolio. This
agreement may be terminated with respect to any Portfolio at any time, without
the payment of any penalty, by vote of a majority of the outstanding voting
securities (as so defined) of such Portfolio, or by a vote of a majority of our
entire Board of Directors on sixty days' written notice to you, or by you with
respect to any Portfolio on sixty days' written notice to us.

            7. This agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged and this agreement shall terminate automatically
in the event of any such transfer, assignment, sale, hypothecation or pledge.
The terms "transfer", "assignment", and "sale" as used in this paragraph shall
have the meanings ascribed thereto by governing and any interpretation thereof
contained in rules or regulations promulgated by the Commission thereunder.

            8. (a) Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your employees, or any of the Directors of AllianceBernstein
Corporation, general partner, who may also be a director, officer or employee of
ours, or persons otherwise interested persons with respect to us (within the
meaning of the Investment Company Act of 1940) to engage in any other business
or to devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual or association.

                   (b) You will notify us of any change in the general partners
of your partnership within a reasonable time after such change.

            9. It is understood that, whether or not we follow the investment
advice and recommendations given by you to us hereunder, the provisions
contained herein concerning your compensation hereunder shall be binding on you
and us.

            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 CAP FUND, INC.

                                           By:
                                                ----------------------------
                                                Name:  Eric C. Freed
                                                Title: Assistant Secretary

Accepted: As of July 22, 1992, as amended September 7, 2004, December 15, 2004,
December 23, 2009, August 2, 2010, October 26, 2010, July 6, 2011, August 31,
2011, December 8, 2011, December 15, 2011, September 27, 2012, December 12,
2012, March 1, 2014, [____________, 2014] and [________________, 2014].


AllianceBernstein L.P.

By:
    -------------------------
    Name:  Emilie D. Wrapp
    Title: Assistant Secretary