December 30, 2009
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Sheila Stout
Re: In the matter of the following Open End N-CSR Filings:
Fund Fiscal Year End
---- ---------------
AllianceBernstein Corporate Shares -
AllianceBernstein Corporate Income Shares April 30, 2008
AllianceBernstein Fixed Income Shares, Inc. April 30, 2008
AllianceBernstein Global Growth Fund
(formerly AllianceBernstein Global Research
Growth Fund) June 30, 2008
AllianceBernstein International Growth Fund June 30, 2008
AllianceBernstein Large Cap Growth Fund July 31, 2008
AllianceBernstein Portfolios - Growth Fund July 31, 2008
AllianceBernstein Cap Fund, Inc. -
AllianceBernstein Small Cap Growth Portfolio July 31, 2008
AllianceBernstein Small/Mid Cap Growth Fund
(formerly AllianceBernstein Mid-Cap Growth Fund) July 31, 2008
AllianceBernstein Portfolios - Tax-Managed Wealth August 31, 2008
Strategies
AllianceBernstein Portfolios - Wealth Strategies August 31, 2008
AllianceBernstein Exchange Reserves September 30, 2008
AllianceBernstein Municipal Income Fund II September 30, 2008
Sanford C. Bernstein Fund September 30, 2008
AllianceBernstein Bond Fund - Intermediate Bond October 31, 2008
Portfolio
AllianceBernstein Municipal Income Fund October 31, 2008
AllianceBernstein Balanced Shares November 30, 2008
AllianceBernstein Focused Growth & Income Fund November 30, 2008
AllianceBernstein Global Real Estate Investment Fund November 30, 2008
AllianceBernstein Trust - Global Value Fund November 30, 2008
AllianceBernstein Trust - International Value Fund November 30, 2008
AllianceBernstein Trust - Small/Mid Cap Value Fund November 30, 2008
AllianceBernstein Trust - Value Fund November 30, 2008
AllianceBernstein Utility Income Fund November 30, 2008
Dear Ms. Stout:
Enclosed are responses, including certain revised responses, to the requests
made during my phone conversation with you and other members of
AllianceBernstein on October 1, 2009. As you know, I responded to those requests
via a letter to you dated October 30, 2009. Subsequent to the transmittal of
that letter to you, you asked for clarification regarding our responses to
comments number 21 and 25. Enclosed you will find all responses, including
revised responses to comments number 21 and 25.
We hereby acknowledge that (i) each Fund is responsible for the adequacy and
accuracy of the disclosures in this filing; (ii) Staff comments or changes to
disclosures in response to Staff comments in the filing reviewed by the Staff do
not foreclose the SEC from taking any action with respect to the filing; and
(iii) a Fund named in this filing 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 questions regarding our response, please do not hesitate to call
me at (212) 823-7243.
Very truly yours,
/s/ Joseph Mantineo
-------------------
Joseph Mantineo
Senior Vice President
Treasurer and Chief Financial Officer of each Fund
cc: Larry Cranch, AllianceBernstein L.P.
Phil Kirstein, Senior Officer of the Funds
Mark R. Manley, AllianceBernstein L.P.
Emilie Wrapp, AllianceBernstein L.P.
Marc Bryant, AllianceBernstein L.P
Vince Noto, AllianceBernstein L.P
Steve Woetzel, AllianceBernstein L.P.
Phyllis Clarke, AllianceBernstein L.P.
Comment #1:
All Funds - Form N-CSR
-----------------------
The SEC believes that the percentage of services pre-approved by a Fund's Audit
Committee, item 4(e)(2), is commonly misinterpreted by most registrants. The SEC
recommends that the registrant further review the requirement of such item.
Response #1:
The Adviser has reviewed the requirements set forth in Item 4(e)(2) of Form
N-CSR.
Comment #2:
All Funds - Portfolio of Investments
------------------------------------
It is recommended that the 7-Day Yield be disclosed for investment in a money
market fund.
Response #2:
Effective with the October 31, 2009 reports, we will include such information.
Comment #3:
All Funds - Form N-Q Portfolio of Investments
---------------------------------------------
In accordance with Regulation S-X, Rule 12-12, the Portfolio of Investments
needs to include a note to describe the aggregate cost of investments and
unrealized gross appreciation and depreciation of investments for federal income
tax purposes.
Response #3:
Effective March 31, 2009, Form N-Q filings have incorporated such disclosure.
Comment #4:
AllianceBernstein Growth & Income Fund - Form N-CSR
---------------------------------------------------
The Form N-CSR had the incorrect Investment Company Act file number referenced.
Response #4:
The Investment Company Act file number was corrected on the subsequent N-CSR
filing for the semi-annual report as of April 30, 2009.
Comment #5:
AllianceBernstein Growth & Income Fund, AllianceBernstein Global Growth Fund
(formerly AllianceBernstein Global Research Growth Fund), AllianceBernstein
Small/Mid Cap Growth Fund (formerly AllianceBernstein Mid-Cap Growth Fund),
AllianceBernstein International Growth Fund and AllianceBernstein Exchange
Reserves - Form NSAR-B
----------------------------------------------------------------------------
The signature of the independent public accountant was omitted from the
Accountant's Report on Internal Control. The registrant needs to refile with
signed copy.
Response #5:
We will refile the form with electronic signature attached.
Comment #6:
AllianceBernstein Global Growth Fund (formerly AllianceBernstein Global Research
Growth Fund) and AllianceBernstein International Growth Fund - Form N-CSR
--------------------------------------------------------------------------------
The Code of Ethics report was omitted from the Form N-CSR filing. The registrant
needs to refile with the Code.
Response #6:
We will refile with the Code of Ethics incorporated.
Comment #7:
AllianceBernstein Global Growth Fund (formerly AllianceBernstein Global Research
Growth Fund) and AllianceBernstein Large Cap Growth Fund
--------------------------------------------------------------------------------
The Fair Value Measurements ("FAS 157") disclosure was not present for the
subject funds on their respective 2008 annual reports.
Response #7:
The application of FAS 157 was required for funds with fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years.
Accordingly, the required FAS 157 disclosure for AllianceBernstein Global Growth
Fund and AllianceBernstein Large Cap Growth Fund was incorporated with the
subsequent semi-annual reports for the periods ended December 31, 2008 and
January 31, 2009, respectively.
Comment #8:
AllianceBernstein Fixed Income Shares, Inc. - Form NSAR-B
---------------------------------------------------------
The filing should not have referenced series and class identifier for Prime STIF
Portfolio which ceased operations.
Response #8:
The Prime STIF Portfolio ceased operations as of February 29, 2008. Accordingly,
the Fund's annual filing for period ended April 30, 2008, included the assigned
series and the Portfolio's operational activity through the operation cessation
date. The Adviser intends to maintain the Portfolio's SEC registration and will
therefore continue to file information for the Portfolio on the Registrant's
N-SAR filings.
Comment #9:
Sanford C. Bernstein Fund, Inc.
-------------------------------
The report format for Sanford C. Bernstein class and retail classes may be
difficult to follow.
Response #9:
Please see "Attachment A."
Comment #10:
All Funds - Statement of Operations
-----------------------------------
It is recommended that the securities lending income be disclosed separately in
the statement of operations.
Response #10:
All funds engaged in securities lending disclose such income received separately
in the statement of operations if it is greater than 5% of total investment
income, otherwise such amount is disclosed in the notes to financial statements.
Comment #11:
Sanford C. Bernstein Fund, Inc. - Intermediate Duration Portfolio
-----------------------------------------------------------------
The Fund has a high portfolio turnover ratio; this should be addressed under the
Principal Risk section of the prospectus.
Response #11:
We will review portfolio turnover and disclose as required by Form N-1A.
Comment #12:
All Funds: Portfolio of Investments
-----------------------------------
"When Issued" securities should be properly denoted in the Portfolio of
Investments.
Response #12:
All funds engaged in "When Issued" security transaction disclose such
transaction as "When Issued" in the Portfolio of Investments.
Comment #13:
AllianceBernstein Global Real Estate Investment Fund
----------------------------------------------------
If the Fund made a return of capital distribution during the year, confirm
compliance to Rule 19A-1 of the '40 Act.
Response #13:
The Fund is in compliance with Rule 19A-1of the '40 Act.
Comment #14:
AllianceBernstein Large Cap Growth Fund / Global Comment
--------------------------------------------------------
The SEC noted that the Fund received $12,000,000 in litigation settlement
proceeds however there was no disclosure in the notes to the financials to
explain what the amount represents.
Response #14:
We believe the Fund adequately disclosed such transaction in the statement of
operations due to materiality. In addition, the Fund also disclosed the total
return impact in a footnote to the financial highlights.
Comment #15:
AllianceBernstein Large Cap Growth Fund
---------------------------------------
The SEC would like information regarding the period covered by the payment of
legal expenses, what that payment related to and whether the Adviser reimbursed
the Fund for these expenses.
Response #15:
The Adviser reimbursed the Fund for a portion of the litigation cost related to
a 2005 legal matter.
Comment #16:
Global Comment
--------------
The registrant needs to include disclosure in notes to financials for class
specific affiliated T/A fees, per AICPA Audit and Accounting Guide Section 5.32.
Response #16:
Effective with the October 31, 2009 reports, we will include such information.
Comment #17:
AllianceBernstein International Growth Fund, AllianceBernstein Corporate Income
Shares
--------------------------------------------------------------------------------
In accordance with the AICPA audit guide, the performance impact of the
Adviser's reimbursement due to trading error needs to be disclosed in Financial
Highlights.
Response #17:
Effective with the October 31, 2009 reports, we will include such information.
Comment #18:
AllianceBernstein Corporate Income Shares
-----------------------------------------
Note in the performance section of the financial indicates that the expense
ratio is zero and that the advisor absorb all operating expenses except
extraordinary expenses. What is considered "extraordinary" in relation to the
expenses of the fund?
Response #18:
This is a zero advisory fee fund. Under the terms of the advisory agreement,
there is no advisory fee and the fund pays only (i) extraordinary expenses which
includes extraordinary legal expenses and expenses incurred in connection with
litigation, proceedings or other claims and/or the legal obligations to
indemnify trustees, officers, employers, shareholders, distributors and agents
with respect thereto; (ii) taxes, if any, levied against the adviser or the
fund; (iii) brokerage fees and commissions in connection with the purchase and
sale of portfolio securities; (iv) costs, including any interest expenses, of
borrowing money; and (v) organizational and offering expenses to the extent
authorized by the trustees, and any other expenses that are capitalized in
accordance with GAAP.
Comment #19:
AllianceBernstein Corporate Income Shares
-----------------------------------------
The fund holds 40% in Industrial securities. Is this a concentration issue? Is
Industrial considered a sector or industry?
Response #19:
The concentration measurement is based on industry, Industrial is a sector
classification.
Comment #20:
Global Comment
--------------
The SEC noted that the market value of certain bonds is significantly lower than
the par amount. If these securities are defaulted or fair valued, it should be
denoted in the portfolio of investments.
Response #20:
All securities deemed defaulted or fair valued are denoted as such in the
portfolio of investments.
Comment #21:
AllianceBernstein Corporate Income Shares
-----------------------------------------
The SEC noted the inconsistent presentation of the advisory fees between the
financial statement and the prospectus fee table. The SEC further noted that the
presentation of advisory fees in the statement of operations was not in
accordance with Regulation S-X, Rule 6-07(g)(2). Is there a contractual advisory
agreement in place? If so, what is the termination date of this agreement? Is
there a unified fee or individual expenses being paid?
Response #21:
Our current presentation responds to SEC comments made prior to the
effectiveness of the fund's registration statement. The SEC directed us to
include a "representative" or "notional" fee in the fee table to approximate the
fees and expenses the fund would have paid if it were to incur fees and expenses
and footnote that the Adviser had irrevocably agreed to waive all fees and pay
all expenses.
Comment #22:
AllianceBernstein Municipal Income Fund II
------------------------------------------
The SEC noted that there was no sub-prime disclosure in the portfolio of
investments. Did the Fund invest in sub-prime securities?
Response #22:
The Fund did not invest in sub-prime securities.
Comment #23:
AllianceBernstein Municipal Income Fund II - Arizona
----------------------------------------------------
The SEC noted that there is a large Cash balance on the statement of assets and
liabilities - is cash restricted? If so, the recommendation is to disclose as
such.
Response #23:
The Fund did not have any restricted cash at period end. The funds' policy is to
include a footnote of such restriction in the statement of asset and liabilities
as appropriate.
Comment #24:
Global Comment
--------------
It is recommended to show amount of ROCSOP in notes to financials.
Response #24:
We believe the narrative ROCSOP disclosure is in conformity under Section 7.127
of the AICPA Audit and Accounting Guide.
Comment #25:
AllianceBernstein Municipal Income Fund II/Global Comment
-----------------------------------------------------------
Within the Financial Highlights, the first expense ratio line item should be the
required expense ratio.
Response #25:
We will ensure that the first expense ratio is the required expense ratio.
Comment #26:
AllianceBernstein Intermediate Bond/Global Comment
----------------------------------------------------
At October 31st, the holdings in Lehman Brothers and Lehman Trust are labeled
non-income producing and in default, however, the values of these securities in
the subsequent N-Qs have increased. The SEC asks the advisor to confirm what
pricing source was utilized?
Response #26:
The independent pricing source for the Lehman bonds held by the funds is
Interactive Data Corp.
Attachment A
The Sanford C. Bernstein Fund is comprised of twelve Portfolios. Six of the
Portfolios offer only one class of shares, which is principally distributed
through the Adviser's private client channel. The other six Portfolios offer
four classes; one of these classes is distributed principally through the
Adviser's private client channel, and the other three classes are retail classes
distributed through the Adviser's retail channel. A list of the Portfolios
follows, annotated to indicate those Portfolios with retail classes and the
names of those classes:
Sanford C. Bernstein Fund, Inc.
- U.S. Government Short Duration Portfolio
- Short Duration Plus Portfolio(1)
- Intermediate Duration Portfolio
- Short Duration New York Municipal Portfolio
- Short Duration California Municipal Portfolio
- Short Duration Diversified Municipal Portfolio
- New York Municipal Portfolio(2)
- California Municipal Portfolio(3)
- Diversified Municipal Portfolio(4)
- International Portfolio(5)
- Tax-Managed International Portfolio(6)
- Emerging Markets Portfolio
(1) The Portfolio's retail classes are: AllianceBernstein Short Duration Class A
Shares, AllianceBernstein Short Duration Class B Shares, and AllianceBernstein
Short Duration Class C Shares.
(2) The Portfolio's retail classes are: AllianceBernstein Intermediate New York
Municipal Class A Shares, AllianceBernstein Intermediate New York Municipal
Class B Shares and AllianceBernstein Intermediate New York Municipal Class C
Shares.
(3) The Portfolio's retail classes are: AllianceBernstein Intermediate
California Municipal Class A Shares, AllianceBernstein Intermediate California
Municipal Class B Shares and AllianceBernstein Intermediate California Municipal
Class C Shares.
(4) The Portfolio's retail classes are: AllianceBernstein Intermediate
Diversified Municipal Class A Shares, AllianceBernstein Intermediate Diversified
Municipal Class B Shares and AllianceBernstein Intermediate Diversified
Municipal Class C Shares.
(5) The Portfolio's retail classes are: AllianceBernstein International Class A
Shares, AllianceBernstein International Class B Shares, and AllianceBernstein
International Class C Shares.
(6) The Portfolio's retail classes are: AllianceBernstein Tax-Managed
International Class A Shares, AllianceBernstein Tax-Managed International Class
B Shares and AllianceBernstein Tax-Managed International Class C Shares.
The Fund issues six booklets in connection with fulfilling its shareholder
report obligations:
1) With respect to all twelve Portfolios, a booklet for the private client
channel share class which contains all of the required elements of a
shareholder report, except the Schedule of Investments.
2) A booklet for the private client channel share class which contains only
the Schedule of Investments for the following three Portfolios:
- International Portfolio
- Tax-Managed International Portfolio
- Emerging Markets Portfolio
3) A booklet for the private client channel share class which contains only
the Schedule of Investments for the following nine Portfolios:
- U.S. Government Short Duration Portfolio
- Short Duration Plus Portfolio
- Intermediate Duration Portfolio
- Short Duration New York Municipal Portfolio
- Short Duration California Municipal Portfolio
- Short Duration Diversified Municipal Portfolio
- New York Municipal Portfolio
- California Municipal Portfolio
- Diversified Municipal Portfolio
4) A booklet for the retail channel share classes (Class A, B and C) which
contains all of the required elements of a shareholder report, including
the Schedule of Investments, for the following Portfolios:
- New York Municipal Portfolio
- California Municipal Portfolio
- Diversified Municipal Portfolio
5) A booklet for the retail channel share classes (Class A, B and C) which
contains all of the required elements of a shareholder report, including
the Schedule of Investments, for the following Portfolios:
- Short Duration Plus Portfolio
6) A booklet for the retail channel share classes (Class A, B and C) which
contains all of the required elements of a shareholder report, including
the Schedule of Investments, for the following Portfolios:
- International Portfolio
- Tax-Managed International Portfolio
Each respective Portfolio's Schedule of Investments is the same in each booklet
in which it is presented. The Adviser believes that the current presentation
format is appropriate in light of the different distribution channels and the
lengths of the Schedule of Investments.