Seward & Kissel LLP
901 K Street, N.W.
Washington, D.C. 20001
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
October 11, 2013
VIA EDGAR
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Mr. Jeff Foor
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Global Risk Allocation Fund, Inc.
Post-Effective Amendment No. 119
File Nos. 2-10988 and 811-00134
Dear Mr. Foor:
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
Risk Allocation Fund, Inc. (the "Fund"), as provided orally to Joanne A.
Skerrett of this office on September 30, 2013. The Staff's comments and our
responses are discussed below.
Prospectus
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We note that the Registration Statement was filed solely, as we stated in
our cover letter, to add disclosure with respect to the Fund's recently formed
Cayman Subsidiary yet certain of the comments below relate to the Fund's
currently effective Prospectus. In fact, certain of the comments are the same
ones we received from the Staff on September 20, 2012 in connection with the
Rule 485(a) filing for the Fund and to which we responded in a letter dated
October 4, 2012. While we have responded to your comments below consistent with
our 2012 letter, we question why we are receiving these comments again in a
filing related only to the addition of the Fund's Cayman Subsidiary.
Comment 1: Fees and Expenses of the Fund -Subsidiary Fees: Confirm to the
Staff that the fees and expenses of the controlled foreign
company, or Subsidiary, will be included in the Fees and
Expenses of the Fund table.
Response: The Fund confirms that the fees and expenses of the Subsidiary
will be included in the Fees and Expenses table.
Comment 2: Fees and Expenses of the Fund - Shareholder Fees: The sales
charge for Class A shares reflected under "Shareholder Fees" for
Contingent Deferred Sales Charges ("CDSCs"), currently reading
"None", should be 1% as is stated in the footnote (a), and
footnote (a) should instead explain the circumstances upon which
no CDSC will occur. Please update the performance information if
appropriate to reflect the CDSC.
Response: The CDSC for Class A Shares is not charged to a typical investor
and only applies in limited circumstances. We believe it is
misleading to include it in the table. Footnote (a) explains the
limited circumstances in which the 1%, 1-year CDSC applies,
which are for purchases of Class A shares in amounts of
$1,000,000 or more, or by certain group retirement plans.
Comment 3: Principal Strategies: In the third sentence of the third
paragraph of the Principal Strategies, please provide further
clarification of "material downside ("tail") events".
Response: We have not provided further clarification of "material downside
("tail events") because we believe the current disclosure is
appropriate.
Comment 4: Principal Strategies: Please disclose any other type of
derivatives, besides futures and swaps, that are included in the
Fund's principal investment strategies.
Response: The Prospectus discloses the types of derivatives included in
the Fund's principal investment strategies.
Comment 5: Principal Risks: As reflected in the ICI Letter, a derivatives
risk disclosure needs to be tailored to the contemplated use of
the derivatives by the Portfolio and specific as to the
Portfolio's intent. Please ensure that the derivatives risk
disclosure is consistent with the ICI Letter.
Response: We believe that the disclosure is consistent with the ICI
Letter.
Comment 6: Additional Information About The Fund's Risks and Investments:
Regarding currency swaps, confirm to the Staff that the Fund
will cover the full notional value of its currency swaps
transactions.
Response: The Fund covers its position in accordance with the 1940 Act,
the rules thereunder and SEC and staff interpretative guidance.
Comment 7: Additional Information About The Fund's Risks and Investments:
Regarding credit default swap agreements ("CDS"), if the Fund
intends to write CDS, please confirm to the Staff that the Fund
will cover the full notional value of the CDS it writes.
Response: The Fund covers its position in accordance with the 1940 Act,
the rules thereunder and SEC and staff interpretative guidance.
Comment 8: Additional Information About The Fund's Risks and Investments:
Regarding total return swaps, please confirm to the Staff that
the Fund will segregate an appropriate amount to cover the value
of such transactions and be aware that there may be further
guidance provided on such transactions.
Response: The Fund covers its position on total return swaps in accordance
with the 1940 Act, the rules thereunder and SEC and staff
interpretative guidance.
Cayman Subsidiary
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Comment 1: Principal Strategies: Please include disclosure regarding the
Subsidiary's compliance policies and procedures with provisions
of the 1940 Act regarding investment policies in Section 8 of
the 1940 Act and capital structure and leverage in Section 18 of
the 1940 Act.
Response: We have revised the Prospectus to include this disclosure.
Comment 2: Principal Risks: Please inform the staff whether the Fund has
received a private letter ruling from the Internal Revenue
Service on its position regarding investment company
subsidiaries investing in the commodities markets. If the Fund
has not received such a letter then please disclose the Fund's
basis for determining that income derived from such subsidiary
constitutes qualifying income, such as an opinion of counsel.
Response: The Fund will be relying on an opinion of counsel regarding the
tax treatment of the Fund's investments in the Subsidiary.
Disclosure to this effect is included in the Dividends,
Distributions and Taxes section of the Prospectus.
Comment 3: Principal Strategies and Principal Risks: Confirm that the
Subsidiary's principal investment strategies and principal risks
constitute the principal strategies and risks of the Fund. The
principal risks and principal strategies of the Subsidiary
should reflect the aggregate risks and strategies of the Fund.
Response: The principal investment risks and strategies of the Fund
reflect those of the Subsidiary.
Comment 4: Additional Information About the Fund's Risks and Investments -
Investments in Wholly-Owned Subsidiary: Please confirm that (i)
the Subsidiary will submit to service of process and examination
of its books, (ii) the Fund's board controls the Subsidiary and
(iii) the Subsidiary's board will execute the Fund's
registration statements.
Response: This is to confirm that (i) the Subsidiary will submit to
service of process and examination of its books, (ii) the Fund's
board controls the Subsidiary and (iii) the Subsidiary's board
will execute the Fund's registration statement.
Comment 5: Please confirm that the Financial Statements of the Subsidiary
will be consolidated with those of the Fund.
Response: The Financial Statements of the Subsidiary will be consolidated
with those of the Fund.
* * *
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/ Joanne A. Skerrett
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Joanne A. Skerrett
cc: Emilie D. Wrapp, Esq.
Eric Freed, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.