Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
October 25, 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 Cap Fund, Inc. - AllianceBernstein International
Discovery Equity Portfolio
Post-Effective Amendment No. 91
File Nos. 2-29901 and 811-1716
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 Cap Fund,
Inc. on behalf of its series, AllianceBernstein International Discovery Equity
Portfolio (the "Fund"), as provided orally to Young Seo of this office on
October 4, 2010. The Staff's comments and our responses are discussed below.
Prospectus
Comment 1: Fees and Expenses of the Fund: In the Annual Fund Operating
Expenses table, the phrase, "Before Waiver", should be deleted from
the row heading, "Total Annual Fund Operating Expenses Before
Waiver", because it is not required by Form N-1A.
Response: We have revised the disclosure in response to this comment.
Comment 2: Fees and Expenses of the Fund: The footnotes to the fee tables
should be sequential.
Response: We have revised the disclosure in response to this comment.
Comment 3: Portfolio Turnover: Please use "Fund shares" in lieu of "shares"
in the Portfolio Turnover disclosure.
Response: We have revised the disclosure in response to this comment.
Comment 4: Principal Strategies: The second paragraph of the Principal
Strategies section states that the Fund invests primarily in small-
and mid-cap companies with capitalization ranges of up to the
greater of $13 billion or the market capitalization of the largest
company in the MSCI AC World SMID Index (ex-U.S.)(Net). The Staff
considers any company with a capitalization of over $10 billion as a
large-cap company. Consider changing the capitalization range or
provide an explanation as to why any capitalization over $13 billion
would be appropriate for a "mid-cap" company.
Response: Market capitalizations rank stocks in groups. Mid-cap companies are
those ranked in the middle between large-cap and small-cap
companies. The market capitalizations of companies are not a fixed
number, but change in accordance with market valuations. The market
capitalization of the largest company in the MSCI AC World SMID
Index is currently approximately $15 billion. We believe that the
capitalization range selected by the Fund is appropriate and clearly
disclosed to investors and Fund shareholders.
Comment 5: Principal Strategies: The second to the last sentence in the
second paragraph states that "Under normal market conditions, the
Fund invests significantly (at least 40% - unless market conditions
are not deemed favorable by the Adviser) in securities of non-U.S.
companies." A clarification should be provided as to what is meant
by "unless market conditions are not deemed favorable by the
Adviser".
Response: We have not revised the disclosure in response to this comment. We
added the same disclosure to other Alliancebernstein Funds at the
request of the Staff. We believe it is appropriate to disclose that
market conditions may necessitate deviations from the 40% level
similar to the Fund's disclosure that it may take temporary
defensive positions to respond to adverse market, economic,
political or other conditions and, as a result, deviate from its
investment strategies.
Comment 6: Principal Strategies: An explanation of how the Fund defines
"non-U.S. companies" should be provided.
Response: We have revised the disclosure in response to this comment.
Comment 7: Principal Strategies: The Staff suggests that the fourth, fifth and
sixth paragraphs be stated more succinctly for the Summary section.
Response: We have not revised the disclosure in response to this comment. We
believe that the disclosure is appropriate for the summary section
of the Prospectus.
Comment 8: Principal Strategies: The sentence, "The Fund's investments in
companies with smaller capitalizations may offer more reward but may
also entail greater risk than is generally true of larger, more
established companies", is not an investment strategy and should be
included elsewhere in the Prospectus.
Response: We have not revised the disclosure in response to this comment. The
disclosure is intended to highlight how the Fund's strategies differ
from other Funds.
Comment 9: Principal Strategies: If investing in small-cap companies is a
principal strategy of the Fund, a risk disclosure regarding such
investments should be included in the Principal Risks section.
Response: We note that a "capitalization risk" disclosure regarding the risks
of investing in small-cap companies is already included in the
Principal Risks section.
Comment 10: Principal Risks: The first sentence of the fourth paragraph in the
Principal Strategies section states that the Fund may invests in
unlisted securities. A corresponding risk disclosure should be
included in the Principal Risks section.
Response: We have not revised the disclosure in response to this comment. We
believe that unlisted securities have the same market risk as listed
securities and that separate risk disclosure is not necessary.
Comment 11: Principal Risks: The second sentence of the fourth paragraph in the
Principal Strategies section states that the Fund may invests in
warrants. A corresponding risk disclosure should be included in the
Principal Risks section.
Response: We have revised the disclosure in response to this comment to add
liquidity risk and reference synthetic foreign equity securities,
which are the type of warrants that are described in the Prospectus.
We do not believe that a separate risk disclosure is necessary or
appropriate.
Comment 12: Additional Information About the Fund's Risks and Investments: As
stated in the July 30, 2010 Letter to the Investment Company
Institute, disclosure regarding investments in derivatives should be
tailored to how this particular Fund uses derivatives.
Response: We have not revised the disclosure in response to this comment
because we believe that the disclosure describes the derivatives
used by the Fund.
Comment 13: Management of the Fund - Performance of Similarly Managed Account:
Disclosure of performance of similarly managed accounts should
include all accounts managed in a substantially similar manner.
Please confirm whether this is the case.
Response: We confirm that the disclosure of performance of similarly managed
accounts includes all accounts managed in a substantially similar
manner.
* * *
We hereby acknowledge that (i) the Fund is responsible for the adequacy and
accuracy of the disclosures in the filing; (ii) Staff comments or changes to
disclosure 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) 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
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Young Seo
cc: Andrew L. Gangolf, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0464 1135982