Seward & Kissel LLP
901 K Street, N.W.
Suite 800
Washington, D.C. 20001
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
December 23, 2013
VIA EDGAR
---------
Ms. Deborah O'Neal Johnson
Ms. Laura Hatch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Cap Fund, Inc. - AllianceBernstein
Concentrated Growth Fund
Proxy Statement/Prospectus
File No. 811-01716
-----------------------------------------------------
Dear Ms. O'Neal Johnson and Ms. Hatch:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") with respect to the Form N-14
filing ("Registration Statement") for AllianceBernstein Cap Fund, Inc. -
AllianceBernstein Concentrated Growth Fund (the "Acquiring Fund") regarding the
Acquiring Fund's acquisition of W.P. Stewart & Co. Growth Fund, a series of
Investment Managers Series Trust (the "Acquired Fund", and together with the
Acquiring Fund, the "Funds"), as provided orally to Anna C. Leist of this office
on December 16, 2013. The Staff's comments and our responses are discussed
below.(1)
--------------------
1 Capitalized terms have the same meaning as in the Proxy Statement/Prospectus
unless otherwise defined.
Prospectus
----------
Comment 1: Notice of Special Meeting of Shareholders: The Notice of
Internet Availability of Proxy Materials should appear in bold
font.
Response: We have revised the disclosure in response to this comment.
Comment 2: Questions and Answers, #3: Will securities be sold as a result
of the merger? If so, disclose the amount in dollars or as a
percentage of the portfolio, and disclose the possibility of
gains as a result of such sale that would result in taxable
distributions to shareholders.
Response: Securities will not be sold as a result of the merger.
Comment 3: Questions and Answers, #3: In the second bullet point,
disclose that the gross expense ratios of the Funds would be
significantly higher and that fees would increase in the
absence of the expense limitation agreements.
Response: We have revised the disclosure in response to this comment.
Comment 4: Cover Page of Proxy Statement/Prospectus: In the first
paragraph state that the Meeting will be held at 3:00 p.m.
Eastern time, as stated in the Letter to Shareholders and
Questions and Answers.
Response: We have revised the disclosure in response to this comment.
Comment 5: Proposal: Confirm in your response that the tax-free nature of
the Acquisition is a condition precedent of the Acquisition.
Response: Pursuant to Section 8 of the Agreement and Plan of Acquisition
and Liquidation, included as Appendix A to the Proxy
Statement/Prospectus, Bingham McCutchen LLP shall issue an
opinion as a condition precedent to the Acquisition describing
the tax-free nature of the Acquisition.
Comment 6: Summary - Comparison of Investment Advisory Fees: Include a
description of the terms and conditions under the advisory
agreement for the reimbursement to the Adviser by the
Acquiring Fund of the Adviser's cost of providing certain
administrative services to the Acquiring Fund. Include this
description in this narrative and in the fee table that
follows.
Response: We have revised the narrative disclosure in response to this
comment. We have not revised the fee table as this is not fee
table disclosure required by Form N-1A.
Comment 7: Summary - Comparison of Expenses: Further describe the gross
expenses of the Acquiring Fund.
Response: We have revised the disclosure in response to this comment.
Comment 8: Summary - Comparison of Expenses: The expense limitation
agreement for the Acquiring Fund must be in place for at least
one year from the effective date of the Registration
Statement. Please confirm and include the date such agreement
will extend until in any instance in which the effective
period of the expense limitation agreement is referred to in
the Registration Statement.
Response: We have revised the disclosure in response to this comment.
The expense limitation agreement will be effective until March
1, 2015, and will continue in effect thereafter from
year-to-year unless terminated by the Adviser 60 days prior to
the end of its then current term.
Comment 9: Information about the Acquisition - Description of the Plan:
Add disclosure describing the differences in the valuation
methods and policies of the Acquired Fund and Acquiring Fund.
If there are no differences, disclose this fact in your
response.
Response: The Acquired Fund and Acquiring Fund's valuation methods and
policies are substantially similar. The Funds value their
securities at current market value determined on the basis of
market quotations or, if market quotations are not readily
available or are unreliable, at "fair value" as determined in
accordance with procedures established by and under the
general supervision of the Boards.
Comment 10: Appendix C - Fee Information: Delete the parentheticals "(as a
percentage of offering price)" and "(as a percentage of
offering price or redemption proceeds, whichever is lower)" in
the Shareholder Fees table.
Response: We have revised the Shareholder Fees table in response to this
comment.
Comment 11: Appendix C - Fee Information: If acquired fund fees and
expenses are greater than one (1) basis point, disclose this
fact in the footnotes to the Annual Fund Operating Expenses
table.
Response: Acquired fund fees and expenses will not be greater than one
(1) basis point.
Statement of Additional Information
-----------------------------------
Comment 12: Rule 488 under the Securities Act of 1933 states that a
registration statement may not become automatically effective
pursuant to the Rule if it appears "incomplete or inaccurate
in any material respect". The Statement of Additional
Information ("SAI") contains certain incomplete or bracketed
information regarding the Acquiring Fund. Confirm that a
filing of the Registration Statement will be made which
contains all final information.
Response: The Acquiring Fund will file a complete SAI under Rule 497
that contains all final information.
Comment 13: Part C - Item 16: A form of opinion and consent of counsel as
to tax matters should be included as an exhibit to a
registration statement in lieu of a final opinion pursuant to
Item 16(12) of Form N-14. Confirm that such a form of opinion
will be included going forward.
Response: This is to confirm that a form of opinion as to tax matters
will be included as an exhibit in future filings.
* * *
We hereby acknowledge that (i) the Acquiring 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 Acquiring 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/ Anna C. Leist
------------------
Anna C. Leist
cc: Emilie D. Wrapp, Esq.
Eric Freed, Esq.
Nancy E. Hay, Esq.
Joy Ausili
Kathleen K. Clarke, Esq.