Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
September 16, 2010
VIA EDGAR
Ms. Linda Stirling
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: The AllianceBernstein Funds
Preliminary Proxy Statement
AllianceBernstein Balanced Shares, Inc.
(File Nos. 2-10988 and 811-00134)
AllianceBernstein Blended Style Series, Inc.
(File Nos. 333-87002 and 811-21081)
AllianceBernstein Bond Fund, Inc.
(File Nos. 2-48227 and 811-2383)
AllianceBernstein Cap Fund, Inc.
(File Nos. 2-29901 and 811-01716)
AllianceBernstein Core Opportunities Fund, Inc.
(File Nos. 333-90261 and 811-09687)
AllianceBernstein Corporate Shares
(File Nos. 333-112207 and 811-21497)
AllianceBernstein Diversified Yield Fund, Inc
(File Nos. 33-63797 and 811-7391)
AllianceBernstein Equity Income Fund, Inc.
(File Nos. 33-66630 and 811-7916)
AllianceBernstein Exchange Reserves
(File Nos. 33-74230 and 811-08294)
AllianceBernstein Fixed-Income Shares, Inc.
(File Nos. 33-34001 and 811-06068)
AllianceBernstein Global Bond, Inc.
(File Nos. 33-45328 and 811-06554)
AllianceBernstein Global Growth Fund, Inc.
(File Nos. 333-85164 and 811-21064)
AllianceBernstein Global Real Estate Investment Fund, Inc.
(File Nos. 333-08153 and 811-07707)
AllianceBernstein Global Thematic Growth Fund, Inc.
(File Nos. 2-70427 and 811-03131)
AllianceBernstein Greater China '97 Fund, Inc.
(File Nos. 333-26229 and 811-08201)
AllianceBernstein Growth and Income Fund, Inc.
(File Nos. 2-11023 and 811-00126)
AllianceBernstein High Income Fund, Inc.
(File Nos. 33-72460 and 811-08188)
AllianceBernstein International Growth Fund, Inc.
(File Nos. 33-76598 and 811-08426)
AllianceBernstein Large Cap Growth Fund, Inc.
(File Nos. 33-49530 and 811-06730)
AllianceBernstein Municipal Income Fund, Inc.
(File Nos. 33-7812 and 811-04791)
AllianceBernstein Municipal Income Fund II .
(File Nos. 33-60560 and 811-07618)
AllianceBernstein Small/Mid Cap Growth Fund, Inc.
(File Nos. 2-10768 and 811-00204)
AllianceBernstein Trust
(File Nos. 333-51938 and 811-10221)
The AllianceBernstein Portfolios
(File Nos. 33-12988 and 811-05088)
Dear Ms. Stirling:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the Preliminary Proxy
Statement of the Funds referred to above (the "Funds" and each, a "Fund"), as
provided orally to Erin Loomis of this office on September 8, 2010. The Staff's
comments and our responses are discussed below.
Comment 1: Proposal One: Election of Directors. In the table of directors,
interested directors should be listed separately from disinterested
directors (see Item 22(b), Instruction 3).
Response: We have revised the disclosure in response to this comment.
Comment 2: Proposal 2.A.: Amendments to Investment Advisory Agreements of
Certain Funds to Conform Fee Measurement Periods. Include
information requested in Item 22(c), as applicable, including the
following:
(a) Briefly describe the terms of the contract, including
the rate of compensation of the investment adviser (Item
22(c)(1)(ii)).
(b) State the aggregate amount of the investment adviser's
fee and the amount and purpose of any other material payments by
the Fund to the investment adviser, or any affiliated person of the
investment adviser, during the last fiscal year of the Fund (Item
22(c)(1)(iii)).
(c) State the name, address and principal occupation of the
principal executive officer and each director or general partner of
the investment adviser (Item 22(c)(2)).
(d) State the names and address of all Parents of the
investment adviser and show the basis of control of the investment
adviser and each Parent by its immediate Parent (Item 22(c)(3)).
(e) Describe the nature of the action to be taken on the
investment advisory contract and the reasons thereof, the terms of
the contract to be acted upon, and, if the action is an amendment
to, or a replacement of, an investment advisory contract, the
material differences between the current and proposed contract
(Item 22(c)(8)).
(f) If a change in the investment advisory fee is sought,
state (i) the aggregate amount of the investment adviser's fee
during the last year; (ii) the amount that the adviser would have
received had the proposed fee been in effect; and (iii) the
difference between the aggregate amounts stated in response to (i)
and (ii) as a percentage of the amount stated in response to (i)
(Item 22(c)(9)).
(g) If the investment adviser acts as such with respect to
any other Fund having a similar investment objective, identify and
state the size of such other Fund and the rate of the investment
adviser's compensation. Also individuate for any Fund identified
whether the investment adviser has waived, reduced, or otherwise
agreed to reduce its compensation under any applicable contract
(Item 22(c)((10)).
(h) Discuss the material factors and the conclusion with
respect thereto that form the basis for the recommendation of the
board of directors that the shareholders approve an investment
advisory contract (Item 22(c)(11)).
(i) For the most recently completed fiscal year, state (i)
the aggregate amount of commissions paid to any affiliated broker;
and (ii) the percentage of the Fund's aggregate brokerage
commission paid to any such affiliated broker (Item 22(c)(13)).
(j) Disclose the amount of fees paid by the Fund to the
investment adviser, its affiliated persons or any affiliated person
of such person during the most recent fiscal year for services
provided to the Fund. State whether these services will continue to
be provided after the investment advisory contract is approved
(Item 22(c)(14)).
Response: We have not revised the disclosure in response to this comment. As
we discussed with you, the proposal does not request that
shareholders approve a new investment advisory agreement, a changed
investment advisory fee or a new adviser. Rather, the proposal is
limited to a request that shareholders approve an amendment to the
advisory agreement that would change the measurement period for
calculating the advisory fee, which has resulted in anomalous
discrepancies between the contractual fee rate and the effective fee
rate. The current measurement period varies from the standard
measurement period in other of the AllianceBernstein Fund investment
advisory agreements and from industry practice. We do not believe
that disclosure regarding the adviser and the investment advisory
agreement are relevant to this proposal. We have included a
statement that additional information about the Adviser is available
in the Funds' Statement of Additional Information on the adviser's
Internet web site at www.alliancebernstein.com.
Comment 3: Proposal 2.A.: Amendments to Investment Advisory Agreements of
Certain Funds to Conform Fee Measurement Periods. The Staff believes
that the proxy should include a table showing the current and pro
forma fees for the applicable Funds (see Item 22(a)(3)(iv)).
Response: We have not revised the disclosure to include a fee table. As we
discussed, we believe that the disclosure in the Proxy fully
describes the effect of the change in the measurement period. Only
one of the Funds to which the proposal applies would require a fee
table because there would be a minor increase in the effective
advisory fee of 0.01%. The other Fund's effective advisory fee rate
would not change. Under these circumstances, we do not believe it is
necessary to add seven fee tables to the Proxy statement because
they would not serve to provide any additional useful information to
a shareholder and would increase the expense of the Proxy Statement.
Comment 4: Proposal 2.B.: Amendment to Investment Advisory Agreement of TAP to
Permit Reimbursement to the Adviser of Certain Administrative
Expenses. At the end of the second paragraph, it says that the
directors concurred with the adviser that the same type of
reimbursement arrangement for administrative services expenses
should apply to TAP as applies to the other Funds. Describe why the
directors concurred with the adviser and discuss how the directors
concluded that conforming the fee measurement period was in the
Fund's benefit.
Response: We have revised the disclosure in response to this comment.
Comment 5: Proposal 2.B.: Amendment to Investment Advisory Agreement of TAP to
Permit Reimbursement to the Adviser of Certain Administrative
Expenses.
(a) In the second paragraph after the TAP expense chart, it says
that the directors agreed with the adviser's recommendation that it
would be appropriate for the TAP Advisory Agreement to be amended to
include the same provisions relating to administrative services
expenses as those in the advisory agreements for most other Funds.
Disclose why the directors agreed with the adviser to amend the TAP
Advisory Agreement.
(b) The Staff believes that a table showing the current and pro
forma fees should be included under this section (see Item
22(a)(3)(iv)).
Response: We have revised the disclosure in response to this comment (a). We
have not revised the Proxy Statement in response to comment (b). As
we discussed with you, the proposal is to approve payments by the
Portfolios of the Fund to the adviser for certain administrative
services provided to the adviser at the request of a Portfolio. The
proposal would result in only modest changes to the Portfolios'
expense ratios. In some cases, these changes would not appear in a
fee table because the change resulted in an increase at three
decimal places, but not two decimal places as specified for fee
table disclosure. We included a chart showing the effect of the
proposed payments on the expense ratios for each of the Portfolios'
Class A shares to three decimal points. We believe that the chart
and related disclosure fully informs shareholders of the effect of
the proposal on the Portfolios' expense ratios. Under these
circumstances, we do not believe it is necessary to add 40 fee
tables to the Proxy Statement because they would not serve to
provide any additional useful information to a shareholder and would
increase the expense of the Proxy Statement.
Comment 6: Proposal 3: Amendments to Declarations of Trust for Certain Funds
Organized as Massachusetts Business Trusts. In the last paragraph of
Subsection A, in addition to disclosing when Massachusetts law does
not require a stockholder vote, also disclose when the 1940 Act
requires a stockholder vote.
Response: We have revised the disclosure in response to this comment.
Comment 7: Proposal 4: Amendment and Restatement of Charters for Certain Funds
Organized as Maryland Corporations. The Staff believes that a
stockholder vote is needed for each individual proposed changed to
the charter (see Rule 14a-4).
Response: We have not revised the disclosure in response to this comment. As
noted in the Letter to Registrant from Carolyn B. Lewis dated Feb.
23, 1994 (the "Letter"), the staff has not objected to bundling
proxy proposals under certain circumstances, including where the
proposals are inextricably intertwined and would be impracticable to
separate. We are requesting that shareholders approve an amended and
restated charter. Separating out each change to the charters, most
of which are intended to modernize the charters to conform to
Maryland law and the 1940 Act, for a separate vote would be
impracticable. The primary goal of this proposal is to achieve
standardized charters for all of the AllianceBernstein Funds. The
same proposal was submitted for approval in a 2005 Proxy but not all
of the standardized charters were approved, primarily due to the
recurring difficulty of achieving shareholder approval of fund
proposals in response to proxy solicitations. We are resubmitting
the proposal with respect to Funds that did not receive the
requisite vote in 2005 because we believe standardized charters
provide significant administrative efficiencies for the Funds as
well as conforming to current law. Unbundling the proposals would
not achieve these goals. We believe that it is consistent with the
staff position in the Letter that the charter revisions be presented
as one proposal.
Comment 8: Proposal 4: Amendment and Restatement of Charters for Certain Funds
Organized as Maryland Corporations. Disclose whether making the
change discussed under the last bullet point of Subsection A (Series
and Class Structure and Related Provisions - Clarifying that
redeemed or otherwise acquired shares of stock of a series or class
shall constitute authorized but unissued shares of stock of that
series or class) would have any practical effect on the day-to-day
management of the Fund.
Response: We have revised the disclosure in response to this comment.
Comment 9: Proposal 4: Amendment and Restatement of Charters for Certain Funds
Organized as Maryland Corporations. Under Subsection C (Mandatory
and Other Redemption Proposals), the third bullet point eliminates
the current stockholder notice requirement. A discussion of the
current notice requirement should be disclosed here.
Response: We have revised the disclosure in response to this comment.
Comment 10: Proposal 4: Amendment and Restatement of Charters for Certain Funds
Organized as Maryland Corporations. Under Subsection E.2. (Other
Revisions for Specific Funds - Dividends and Distributions), there
needs to be a discussion of whether there would be any actual affect
on the Fund or shareholders.
Response: We have revised the disclosure in response to this comment.
Comment 11: Proposal 4: Amendment and Restatement of Charters for Certain Funds
Organized as Maryland Corporations. Under Subsection E.3. (Other
Revisions for Specific Funds - Class Provisions), there needs to be
a discussion of whether there would be any actual affect on the Fund
or shareholders.
Response: We have revised the disclosure in response to this comment.
Comment 12: Proposal 4: Amendment and Restatement of Charters for Certain Funds
Organized as Maryland Corporations. Under Subsection E.4. (Other
Revisions for Specific Funds - Stockholder Voting Provision), there
needs to be a discussion of whether there would be any actual affect
on the Fund or shareholders.
Response: We have not revised the disclosure in response to this comment
because we are adding quorum requirements to the charters that are
currently included in the Funds' Bylaws. We believe that the
discussion of this proposed revision makes it clear that there is no
change in the quorum requirement.
Comment 13: Proposal 4: Amendment and Restatement of Charters for Certain Funds
Organized as Maryland Corporations. Under Subsection E.6. (Other
Revisions for Specific Funds - Board of Directors), there needs to
be a discussion of whether there would be any actual affect on the
Fund or shareholders.
Response: We have revised the disclosure in response to this comment.
Comment 14: Proposal 4: Amendment and Restatement of Charters for Certain Funds
Organized as Maryland Corporations. Under Subsection E.7. (Other
Revisions for Specific Funds - Interested Persons Provisions), there
needs to be a discussion of whether there would be any actual affect
on the Fund or shareholders.
Response: We have revised the disclosure in response to this comment.
Comment 15: Proposal 5: Changes to Fundamental Policies Regarding Commodities.
The commodities policy must be stated in the affirmative. The policy
cannot be that the Fund may not purchase or sell commodities except
to the extent allowed by applicable law and the Fund's Prospectus
and Statement of Additional Information (SAI). The policy cannot
refer out to the Prospectus and SAI because in doing so the Fund
could be denying a shareholder vote if the policy did change.
Response: We have revised the disclosure in response to this comment.
Comment 16: Proposal 6: Reclassification of Fundamental Investment Objectives of
Certain Funds. The second paragraph says that "we intend to provide
stockholders with advance notice", but the Staff believes this
should be revised to say that "we will provide stockholders with
advance notice".
Response: We have revised the disclosure in response to this comment.
Comment 17: Last Page of Proxy: Reports to Stockholders.- This section needs to
be prominently displayed, as required by Item 22(a)(3)(iii).
Response: We have revised the disclosure in response to this comment.
Comment 18: Appendix A: Outstanding Voting Shares. Note that shares need to be
broken down by class. Also note either here or elsewhere in the
proxy that each share is equal to one vote.
Response: We have revised the disclosure in response to this comment.
Comment 19: Appendix B: Additional Information About Directors. Item 22(b)(13)
requires compensation disclosure for the three highest paid Fund
officers. This information should be disclosed either in this
Appendix or elsewhere in the proxy statement.
Response: We have revised the disclosure in response to this comment.
Comment 20: Proxy Ballot:. Voting by the stockholders for changes to the
charters should be unbundled.
Response: Consistent with our response to Comment 7, we have not revised the
disclosure in response to this comment.
* * *
We hereby acknowledge that (i) each Fund is responsible for the adequacy and
accuracy of the disclosures in the filings; (ii) Staff comments or changes to
disclosure in response to Staff comments in the filings reviewed by the Staff do
not foreclose the SEC from taking any action with respect to the filing; and
(iii) the Funds may not assert Staff comments as a defense in any proceedings
initiated by the SEC or any person under the federal securities laws of the
United States.
If you have any additional comments or questions, please contact Kathleen
Clarke or the undersigned at (202) 737-8833.
Sincerely,
/s/ Erin Loomis
-------------------
Erin Loomis
cc: Nancy Hay, Esq.
Kathleen K. Clarke, Esq.