Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
January 26, 2010
VIA EDGAR
Ms. Linda Stirling
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Exchange Reserves
Post-Effective Amendment No. 24
File Nos. 33-74230 and 811-08294
Dear Ms. Stirling:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the post-effective amendments
to the registration statement filed on Form N-1A of AllianceBernstein Exchange
Reserves (the "Fund"), as provided orally to Erin Loomis of this office on
January 5, 2010. The Staff's comments and our responses are discussed below.
Comment 1: Investment Objective: The phrase, "which is fundamental"
should be deleted from the investment objective, although it
could be discussed elsewhere in Item 9 of Form N-1A.
Response: We have revised the disclosure in response to this comment.
Comment 2: Fee table: The row heading "Total Fund Operating Expenses"
should be revised to read "Total Annual Fund Operating Expenses."
Response: We have revised the disclosure in response to this comment.
Comment 3: Footnotes to Fee Table: The footnotes to the fee table should
be combined into one footnote and should be streamlined.
Response: We have not revised the disclosure in response to this comment.
Comment 4: Examples: The phrase, "and that all dividends and distributions
are reinvested," in the third sentence of the introductory
paragraph to Examples should be deleted because it is not
required by Form N-1A.
Response: We have revised the disclosure in response to this comment.
Comment 5: Principal Strategies: The language after the first sentence in
the introductory paragraph should be discussed under the risk
disclosure section instead of under Principal Strategies since it
does not describe a principal strategy.
Response: We have revised the disclosure in response to this comment.
Comment 6: Principal Risks: The word "charges" under Interest Rate Risk
should be revised to say "changes."
Response: We have revised the disclosure in response to this comment.
Comment 7: Purchase and Sale of Fund Shares: The note stating that the Fund
may waive investment minimums for certain types of retirement
accounts or under certain other circumstances should be deleted.
Response: We have revised the disclosure in response to this comment.
* * *
We hereby acknowledge that (i) the 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 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/ Erin C. Loomis
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Erin C. Loomis
cc: Andrew L. Gangolf, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.