Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
May 29, 2009
VIA EDGAR
Mr. Keith O'Connell
Ms. Sheila Stout
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Global High Income Fund, Inc.
Prospectus/Proxy Statement
File No. 811-07732
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Dear Mr. O'Connell and Ms. Stout:
This letter responds to the comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") with respect to the Form N-14
filing ("Registration Statement") for AllianceBernstein Global High Income Fund,
Inc. ("Global High Income") regarding Global High Income's acquisition of ACM
Managed Dollar Income Fund, Inc. ("Managed Dollar"), as provided orally to Young
Seo of this office on May 22, 2009. The Staff's comments and our responses are
discussed below.(1)
Prospectus
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Comment 1: Summary - Comparison of Investment Objectives and Policies:
Managed Dollar's interest expense is higher than Global High
Income's. If Managed Dollar is also more leveraged than Global High
Income is, a disclosure in that regard should be included.
Response: A disclosure regarding the amount of leverage used by each of
Managed Dollar and Global High Income and the fact that Managed
Dollar has recently been using a higher level of leverage is
included in the "Comparison of Operating Expense Ratios" section.
----------------------------
(1) Capitalized terms have the same meaning as in the Prospectus/Proxy
Statement unless otherwise defined.
Comment 2: Summary - Comparison of Investment Objectives and Policies: The
disclosure regarding earnings power appears to be a projection and
should not be included in the Registration Statement.
Response: We have revised the disclosure in response to this comment.
Comment 3: Summary - Mandatory Tender Offer: The disclosure regarding Global
High Income's tender offer policy may lead an investor to think that
shares of Global High Income have not traded at a discount to NAV in
excess of 5%. A disclosure should be included to convey that,
despite consistent discounts in excess of 5%, Global High Income's
Board has not elected to conduct a tender offer.
Response: We have revised the disclosure in response to this comment.
Comment 4: Information about the Proposed Transaction - Reasons for the
Acquisition: The disclosure regarding each Fund's assets states that
Managed Dollar's expense ratio "has risen steadily to its current
level of 1.24% as of January 31, 2009". If Global High Income's
expense ratio has also risen during the same period, a disclosure in
that regard should be included.
Response: This is to confirm that Global High Income's expense ratio has
not risen.
Comment 5: Information about the Proposed Transaction - Reasons for the
Acquisition: The disclosure regarding Global High Income's tender
offer policy should convey that, despite consistent discounts in
excess of 5%, Global High Income's Board has not elected to conduct
a tender offer.
Response: We have revised the disclosure in response to this comment.
Comment 6: Information about the Proposed Transaction - Reasons for the
Acquisition: An explanation should be provided in a correspondence
as to why "February 20, 2009" was picked as the date for calculating
the dollar value of reducing Managed Dollar's discount to the level
of Global High Income's.
Response: February 20, 2009 was the most recent practicable date for
calculating the dollar value of reducing Managed Dollar's discount
to the level of Global High Income prior to the mailing of the Board
materials to the Directors.
Comment 7: Information about the Proposed Transaction - Reasons for the
Acquisition: The disclosure regarding potential stockholder benefits
should indicate that Managed Dollar's stockholders may benefit from
increased earnings of the combined Fund because of the "potential"
higher earnings of Global High income. The disclosure should also
include a brief explanation as to why the Adviser believes so.
Response: We have revised the disclosure in response to this comment.
Comment 8: Information about the Funds - Advisory Agreement and Fees: The
"Management Discussion of Fund Performance" ("MDFP") section from
the Annual Report to Shareholders of Global High Income should be
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included in the Registration Statement either by (1) incorporating
the Annual Report by reference and delivering the Annual Report to
shareholders with the Registration Statement or (2) including the
MDFP section in the Registration Statement.
Response: Unlike open-end funds, closed-end funds are not subject to a
requirement to include a MDFP in their Annual Report. As we have
discussed with you, we have not revised the disclosure in response
to this comment.
Comment 9: Appendix A - Fee Table: The fees presented in the fee table are
as of 1/31/09. However, the Financial Highlights tables in Appendix
J have expense ratios as of 3/31/09. The fees in the fee table are
recommended to be stated as of 3/3109 also.
Response: The fees as of January 31, 2009, presented in the fee table, reflect
the expense information provided to the Board of Directors. As we
discussed with you, we will consider whether it would be appropriate
to use more current information in future filings on Form N-14, if
available.
Comment 10: Appendix D - Other Information: The disclosure in the first
paragraph under "Repurchase of Shares" regarding Global High
Income's tender offer policy may lead an investor to think that
shares of Global High Income have not traded at a discount to NAV in
excess of 5%. A disclosure should be included to convey that,
despite consistent discounts in excess of 5%, Global High Income's
Board has not elected to conduct a tender offer.
Response: We have revised the disclosure in response to this comment.
Comment 11: Appendix D - Other Information: The disclosure regarding tender
offers in the second paragraph under "Repurchase of Shares" section
should clarify whether a Fund will conduct a pro-rata tender offer.
Response: We have revised the disclosure to clarify the circumstances under
which a pro-rata tender offer will be conducted.
Comment 12: Appendix D - Other Information: The disclosure regarding the
vote requirement for a merger in the second paragraph under "Certain
Anti-Takeover Provisions of the Funds' Charters and Bylaws" appears
to include contradictory terms.
Response: As disclosed, the 75% vote requirement for a merger only applies to
transactions involving a beneficial owner of more than 5% of a
Fund's outstanding shares. We do not believe there is a
contradiction.
SAI
---
Comment 13: Investment Restrictions: A disclosure on Global High Income's
policy regarding senior securities is missing.
Page 3
Response: The disclosure regarding Global High Income's investment
restrictions does not include a separate policy regarding senior
securities because such a policy was not adopted by the Fund when
shares of the Fund were first offered to public in 1993. The Fund
complies with the requirements of Section 18 of the Investment
Company Act of 1940, as amended, with respect to the issuance of
senior securities and any rules and regulations thereunder or
interpretations thereof.
Comment 14: Risk Factors and Special Considerations - Repurchase of Shares:
The disclosure regarding Global High Income's tender offer policy
that the Fund "would" conduct a tender offer if the Fund's shares
had been trading at a discount to NAV in excess of 5% should be
clarified to convey that the Fund may not conduct a tender offer
even with a discount in excess of 5%.
Response: We have revised the disclosure in response to this comment.
Comment 15: Risk Factors and Special Considerations - Repurchase of Shares:
The disclosure in the fifth paragraph regarding tender offers should
clarify whether a Fund will conduct a pro-rata tender offer.
Response: We have revised the disclosure to clarify the circumstances under
which a pro-rata tender offer will be conducted.
Comment 16: Description of Common Stock - Certain Anti-Takeover Provisions
of the Fund's Charters, Articles of Incorporation and Bylaws: The
disclosure regarding the vote requirement for a merger in the first
paragraph appears to include contradictory terms.
Response: As disclosed, the 75% vote requirement for a merger only applies to
transactions involving a beneficial owner of more than 5% of a
Fund's outstanding shares. We do not believe there is a
contradiction.
Comment 17: Statement of Operations: The line item that represents the sum
of "Total expense before interest expense" and the "Interest
expense" should be "Total expenses" and not "Net expenses".
Response: We have revised the disclosure in response to this comment.
Comment 18: Statement of Operations: An explanation for the line item,
"Contributions from Adviser," should be provided in a
correspondence.
Response: During the year ended September 30, 2008, and in response to the
Independent Directors' request, the Adviser made a payment of
$39,460 to Managed Dollar in connection with an error made by the
Adviser in processing a claim for class action settlement proceeds
on behalf of the Fund. Specifically, in 2007 the Adviser discovered
and disclosed that it inadvertently failed to submit timely claims
to certain securities class action settlements on behalf of certain
client accounts. A subsequent review determined that, due to the
* * *
Page 4
error, the Fund's claim to the Hayes Lemmerz International, Inc.
Bondholder class settlement had not been filed. The Adviser's
corrective payment reimbursed the Fund for the proceeds it would
have received from that settlement as well as performance on that
amount.
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 disclosures 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) a Fund 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/ Young Seo
cc: Andrew L. Gangolf, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0158 997829v1