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 Diversified Yield Fund
Post-Effective Amendment No. 26
File Nos. 33-63797 and 811-7391
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
Diversified Yield Fund (the "Fund"), as provided orally to Young Seo of this
office on December 23, 2009. The Staff's comments and our responses are
discussed below.
Comment 1: Fees and Expenses of the Fund: The caption, "Net Expenses," in
the Annual Fund Operating Expenses table should state "Total Annual
Fund Operating Expenses After Waiver and/or Expense Reimbursement.
Response: We have revised the disclosure in response to this comment.
Comment 2: Fees and Expenses of the Fund: Footnote (a) to the Annual Fund
Operating Expenses table should include a description of who can
terminate the fee waiver arrangement and under what circumstances.
Response: We have revised the disclosure in response to this comment.
Comment 3: Fees and Expenses of the Fund: Footnote (b) to the Examples table
should be deleted because it is not required by Form N-1A, although
it could be briefly incorporated into the introductory paragraph.
Response: We have revised the disclosure in response to this comment.
Comment 4: Principal Strategies: The Principal Strategies section should
include a disclosure regarding how individual securities are
selected for purchase and sale.
Response: We have revised the disclosure in response to this comment.
Comment 5: Principal Risks: Given that the Fund may invest up to 50% of its
net assets in below investment grade bonds, the last line of Credit
Risk disclosure, "[i]nvestments in fixed-income securities with
lower ratings tend to have a higher probability that an issuer will
default or fail to meet its payment obligations", should be broken
out and a separate risk disclosure regarding junk bonds should be
included.
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/ Young Seo
-------------
Young Seo
cc: Andrew L. Gangolf, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0157 1059053