POWER OF ATTORNEY
                               -----------------



            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ John H. Dobkin
                                                   -----------------------------
                                                       John H. Dobkin





Dated: November 25, 2013


                               POWER OF ATTORNEY
                               -----------------


            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey, and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ Michael J. Downey
                                                   -----------------------------
                                                       Michael J. Downey




Dated: November 25, 2013


                               POWER OF ATTORNEY
                               -----------------


            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey, and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ William H. Foulk, Jr.
                                                   -----------------------------
                                                       William H. Foulk, Jr.



Dated: November 25, 2013


                               POWER OF ATTORNEY
                               -----------------


            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey, and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ D. James Guzy
                                                   -----------------------------
                                                       D. James Guzy

Dated: November 25, 2013


                               POWER OF ATTORNEY
                               -----------------


            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey, and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ Nancy P. Jacklin
                                                   -----------------------------
                                                       Nancy P. Jacklin




Dated: November 25, 2013






                               POWER OF ATTORNEY
                               -----------------


            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey, and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ Robert M. Keith
                                                   -----------------------------
                                                       Robert M. Keith





Dated: November 25, 2013





                               POWER OF ATTORNEY
                              ------------------


            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey, and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ Garry L. Moody
                                                   -----------------------------
                                                       Garry L. Moody






Dated: November 25, 2013



                               POWER OF ATTORNEY
                               -----------------


            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey, and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ Marshall C. Turner, Jr
                                                   -----------------------------
                                                       Marshall C. Turner, Jr.




Dated: November 25, 2013



                               POWER OF ATTORNEY
                               -----------------


            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey, and each of
them, to act severally as attorneys-in-fact and agents, with power of
substitution and resubstitution, for the undersigned in any and all capacities,
solely for the purpose of signing the Registration Statement, and any amendments
thereto, on Form N-14 of AllianceBernstein Cap Fund, Inc. and filing the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                                   /s/ Earl D. Weiner
                                                   -----------------------------
                                                       Earl D. Weiner




Dated: November 25, 2013