Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
February 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 Institutional Funds
Post-Effective Amendment No. 19
File Nos. 333-37177 and 811-08403
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 Global
Real Estate Investment Fund (the "Fund"), as provided orally to Erin Loomis of
this office on February 4, 2010. The Staff's comments and our responses are
discussed below.
Comment 1: Cover Page: The phrase, "AllianceBernstein provides selection ... "
should be deleted from the cover page. The language is not in
compliance with Item 1A of Form N-1A.
RESPONSE: WE HAVE REVISED THE PROSPECTUS IN RESPONSE TO THIS COMMENT.
Comment 2: Annual Fund Operating Expenses: "Other Expenses" may be subdivided
into sub-captions that identify the largest expense or expenses. If
these sub-captions do not describe expenses that comprise a large
part of "Other Expenses," then these do not need to be broken out.
If Transfer Agent expenses remain at 0.00%, then this expense should
not be broken out separately.
RESPONSE: EXPENSES IN "OTHER EXPENSES" DO NOT MEET THE CRITERIA SET FORTH IN
REGULATION S-X TO BE REFLECTED IN SUB-CAPTIONS.
Comment 3: Introductory paragraph to the Examples: The phrase "assumes all
dividends are reinvested ... " should be deleted.
RESPONSE: WE HAVE REVISED THE PROSPECTUS IN RESPONSE TO THIS COMMENT.
Comment 4: Principal Strategies: Since the Fund has "global" in its name, it
needs to disclose that it invests in at least 3 countries, at least
40% of its securities are global, and it must define how the Adviser
defines foreign companies.
RESPONSE: WE HAVE REVISED THE PROSPECTUS IN RESPONSE TO THIS COMMENT.
Comment 5: Principal Risks: Include real estate risk and REIT risk in the
Principal Risks section. These risks may either be combined or
discussed separately.
RESPONSE: WE HAVE REVISED THE PROSPECTUS IN RESPONSE TO THIS COMMENT.
Comment 6: Performance Table: The footnote regarding "After-Tax Returns" should
be full size text and not a footnote.
RESPONSE: THIS COMMENT MAY BE BASED ON THE TEXT OF THE PROSPECTUS AS IT
APPEARS IN THE EDGAR VERSION. IN THE PRINTED VERSION OF THE
PROSPECTUS, THE FOOTNOTE FONT IS SLIGHTLY SMALLER THAN THE
PERFORMANCE TABLE TEXT BUT VERY CLEAR AND ALMOST EQUALLY PROMINENT.
ACCORDINGLY, WE HAVE NOT REVISED THE PERFORMANCE TABLE IN RESPONSE
TO THIS COMMENT.
Comment 7: Performance Table: The footnote reference next to the "S&P 500
Index" row heading has no corresponding footnote text.
RESPONSE: WE HAVE REVISED THE PROSPECTUS IN RESPONSE TO THIS COMMENT.
Comment 8: Performance Table - NAREIT Index: Instruction 2(b) to Item 4(b)(2),
allows the use of an additional index, but using an additional index
(in this case, NAREIT) requires that there be a narrative
description of the index accompanying the bar chart and table.
RESPONSE: WE HAVE REVISED THE PROSPECTUS IN RESPONSE TO THIS COMMENT.
Comment 9: Purchase and Sale of Fund Shares: Delete the footnote to the
Purchase Minimum chart referring to the Fund's ability to waive
investment minimums.
RESPONSE: WE HAVE REVISED THE PROSPECTUS 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
-----------------------------
Erin C. Loomis
cc: Andrew L. Gangolf, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0157 1071803