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
October 27, 2014
Via EDGAR
Ms. Naseem Nixon
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Cap Fund, Inc.
Post-Effective Amendment No. 166
File Nos. 2-29901 and 811-01716
Dear Ms. Nixon:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the post-effective amendment
to the registration statement filed on Form N-1A of AllianceBernstein
Multi-Manager Select Retirement Allocation Fund, AllianceBernstein Multi-Manager
Select 2010 Fund, AllianceBernstein Multi-Manager Select 2015 Fund,
AllianceBernstein Multi-Manager Select 2020 Fund, AllianceBernstein
Multi-Manager Select 2025 Fund, AllianceBernstein Multi-Manager Select 2030
Fund, AllianceBernstein Multi-Manager Select 2035 Fund, AllianceBernstein
Multi-Manager Select 2040 Fund, AllianceBernstein Multi-Manager Select 2045
Fund, AllianceBernstein Multi-Manager Select 2050 Fund and AllianceBernstein
Multi-Manager Select 2055 Fund (each a "Fund" and collectively the "Funds"), as
provided orally to Anna C. Leist of this office on September 26, 2014. The
Staff's comments and our responses are discussed below.
Prospectus
----------
General Comments (All Funds)
----------------------------
Comment 1: Please confirm that all bracketed and missing information, as
well as any required exhibits, will be included in the Funds'
next registration statement filing.
Response: The Funds confirm that all bracketed and missing information,
as well as any required exhibits, will be included in the
Funds' next registration statement filing.
Comment 2: Please ensure that the registration statement pages are
paginated when submitted to EDGAR.
Response: The registration statement filed under Rule 485(a) is
submitted to EDGAR, as permitted by the SEC, in ASCII (text
file) format, which does not pick up the page numbers in the
document footer. The registration statements submitted under
Rule 485(b) or Rule 497 will be paginated.
Summary Information (AllianceBernstein Multi-Manager Select Retirement
Allocation Fund and all other Funds, as applicable)
----------------------------------------------------------------------
Comment 3: 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 reflect the maximum charge of 1% as is
stated in the footnote (a) and footnote (a) should instead
explain the circumstances upon which no CDSC will occur.
Response: The CDSC for Class A shares is not charged to a typical
investor and only applies when no front-end sales charge is
assessed. The Funds believe it would be misleading to include
it in the table. The Funds have not revised footnote (a) or
the table in response to this comment.
Comment 4. Fees and Expenses of the Fund- Fee Waiver and/or Expense
Reimbursement: Please disclose who can terminate the fee
waiver, and under what circumstances.
Response: The Prospectus has been revised in response to this comment.
Comment 5: Principal Strategies: Please discuss each Fund's asset mix and
percentage allocations at the forefront of the Principal
Strategies section since the asset mix is fundamental to the
Fund's investment strategy.
Response: We believe that the disclosure regarding each Fund's asset mix
and the chart included in the Principal Strategies section
appropriately describes each Fund's investment strategy. We
have not revised the Prospectus in response to this comment.
Comment 6: Principal Strategies: The first paragraph of the Principal
Strategies section references "target portfolio allocation",
while other parts of the Prospectus use the phrase "asset
mix". Please reconcile the use of these phrases.
Response: The Principal Strategies section of the Prospectus has been
revised in response to this comment.
Comment 7: Principal Strategies and Principal Risks: The second paragraph
of the Principal Strategies section references "high income
bonds". Please note that such investments are commonly
referred to as "high yield bonds". Please revise the
terminology or provide disclosure relating to this point.
Please also include corresponding risk disclosure in the
Principal Risks section in accordance with Item 4 of Form
N-1A.
Response: The Principal Strategies and Principal Risks sections of the
Prospectus have been revised in response to this comment.
Comment 8: Principal Strategies: The Prospectus uses the terms "equity
diversifiers" and "fixed-income diversifiers". Since these
terms are not generally understood investment categories,
please define each when first used and include examples for
each.
Response: The Principal Strategies section of the Prospectus has been
revised in response to this comment.
Comment 9: Principal Risks: We note that each Fund invests primarily in
Underlying Funds. Please include applicable risk disclosure in
the Summary regarding investments in other mutual funds and
ETFs.
Response: The Principal Strategies section of the Prospectus has been
revised in response to this comment.
Comment 10: Principal Strategies: We note that the Principal Risks section
includes "Emerging Market Risk". Please include corresponding
disclosure regarding emerging market investments in the
Principal Strategies section. Please identify any limitation
on the amount of assets a Fund may hold in such investments,
or disclose that there is no limitation.
Response: Emerging Market Risk has been removed from the Principal Risks
section as investing in emerging market securities is not a
principal strategy of the Funds.
Comment 11: Principal Strategies: We note that the Principal Risks section
includes "Derivatives Risk". Please include corresponding
disclosure regarding derivative investments in the Principal
Strategy section. As a reminder, derivatives risk disclosure
needs to be tailored to the contemplated use of the
derivatives by a Fund and specific as to a Fund's intent.
Response: The Principal Strategies section of the Prospectus has been
revised in response to this comment.
Comment 12: Portfolio Managers: Please include the actual beginning date
of the portfolio managers' service instead of "Since
Inception".
Response: The Funds have not yet commenced operations so the date of the
portfolio managers' service is not yet known. We have not
revised the Prospectus in response to this comment.
Summary Information (All Funds except AllianceBernstein Multi-Manager Select
Retirement Allocation Fund)
----------------------------------------------------------------------------
Comment 13: Principal Strategies: Please disclose in the forefront of the
Principal Strategies section the significance of the date in
each Fund's name since this retirement date is fundamental to
the Fund's investment strategy.
Response: This type of disclosure is included on the front page of the
Prospectus and also referred to in the Principal Strategies
disclosure for each Fund (at the beginning of the second
paragraph). We have not revised the Prospectus in response to
this comment.
Comment 14: Principal Strategies: Please consider using the measure of
"retirement date" in the asset mix chart in place of
"retirement age" so that the average investor can relate the
name of the Fund to the Fund's principal investment strategy
and asset mix.
Response: The asset mix chart has been revised to remove the term
"Retirement Age," which we believe is not a necessary
descriptive term in the chart.
Comment 15: Principal Strategies: Please confirm that the asset mix chart
accurately reflects the applicable years prior to retirement
and the asset mix for each Fund. For example, we note that the
chart for the AllianceBernstein Multi-Manager Select 2010 Fund
reflects years that have already passed and no longer apply to
the Fund's asset mix.
Response: The asset mix chart, or glide path, as it is commonly referred
to, is intended to provide a broad, general illustration of
how asset mixes will change over time prior to and after
retirement and is augmented by more specific disclosure in
each Fund's Principal Strategies. The glide path is not
specifically tailored for each Fund and it is common industry
practice to include the full glide path in prospectus
disclosure about target date retirement funds.
Additional Information About the Funds' Risks and Investments (All Funds)
-------------------------------------------------------------------------
Comment 16: Please revise the caption and the first paragraph of this
section to clarify whether disclosure in this section
discusses Principal and/or Non-Principal Strategies and Risks.
In doing so, if Principal and Non-Principal Strategies and
Risks are described please delineate into two sections with
Principal Strategies and/or Risks first.
Response: The Funds have revised the Prospectus disclosure to state that
this section of the Prospectus provides additional information
about the Funds' investments and strategies, including
principal and non-principal strategies and risk. Each Fund's
principal strategies and risks are identified in the Summary
Section of the Prospectus. General Instruction C.3.(a) to Form
N-1A states that "Information that is included in response to
Items 2 through 8 need not be repeated elsewhere in the
prospectus." This instruction permits a Fund to include and
expand on information discussed in response to Item 4 and does
not require that such information be identified again, as a
principal strategy or risk. The Funds believe that they have
identified their principal strategies and risks in the Item 4
disclosure and need not repeat such identification in Item 9.
Investing in the Funds (All Funds)
----------------------------------
Comment 17: Please include a cross reference to a specific heading or a
page reference for the following sentence under the
sub-section heading "Class A and C Shares--Shares Available to
Retail Investors": "These purchases may be subject to an
initial sales charge, an asset-based sales charge or CDSC as
described below."
Response: The Prospectus has been revised in response to this comment.
Other
-----
Comment 18: Please provide Tandy representations and a response letter in
the form of Edgar correspondence prior to the effective date
of the filing.
Response: The Tandy representations are provided herein.
* * *
We hereby acknowledge that (i) each 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) a 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.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.