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
April 6, 2015
VIA EDGAR
Mr. Sonny Oh
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AB Cap Fund, Inc. (AB Concentrated International Growth Portfolio)
Post-Effective Amendment No. 182
File Nos. 2-29901 and 811-01716
Dear Mr. Oh:
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 AB Concentrated
International Growth Portfolio (the "Fund"), as provided orally to Anna C. Leist
of this office on March 23, 2015. The Staff's comments and our responses are
discussed below.
Prospectus
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General Comments
----------------
Comment 1: If the Registrant intends to distribute a Summary Prospectus
with the next post-effective amendment, please provide the Staff
with a draft of the Rule 498(b)(1)(v) legend that the Registrant
intends to use with the Summary Prospectus.
Response: The Summary Prospectus of the Fund will contain the following
legend:
Before you invest, you may want to review the Fund's Prospectus,
which contains more information about the Fund and its risks.
The Fund's Prospectus dated [__________] and Statement of
Additional Information ("SAI") dated [_________] are
incorporated by reference into this Summary Prospectus. For free
paper or electronic copies of the Fund's Prospectus and other
information about the Fund, go to
http://www.ABglobal.com/links/mf, email a request to
prorequest@ABglobal.com, call (800) 227-4618, or ask any
financial advisor, bank, or broker-dealer who offers shares of
the Fund. Unless otherwise noted, page number references refer
to the current Prospectus for this Fund.
Comment 2: Please confirm to the Staff that the Registrant will comply with
the requirement to file an interactive data filing as required
by Form N-1A.
Response: The Registrant confirms that it will make an interactive data
filing as required by Form N-1A.
Comment 3: Please ensure that the facing sheet of the Fund's next
post-effective amendment includes: (1) the approximate date of
the proposed public offering and (2) the title of the securities
being registered and appropriate related disclosure.
Response: The facing sheet of the Registrant's next post-effective
amendment will include the approximate date of the proposed
public offering and the title of the securities being registered
and appropriate related disclosure.
Comment 4: Please provide the former name of the Fund on the cover of the
Prospectus.
Response: We are not including the former name of the Fund
("AllianceBernstein Concentrated Global Growth Fund") on the
cover of the Prospectus because the Fund has not commenced
operations or been offered for sale, and, therefore, has no
shareholders who will know the Fund by its former name.
Comment 5: Please provide the exchange ticker symbols for each class of the
Fund on the cover of the Prospectus.
Response: We will revise the Prospectus in response to this comment.
Summary Information
-------------------
Comment 6a: Fees and Expenses of the Fund: Please define "SAI" prior to its
first use in the fee table narrative.
Response: We will revise the Prospectus in response to this comment.
Comment 6b: Fees and Expenses of the Fund - Exchange Fee: Please consider
deleting the line item since the amounts are None for each share
class.
Response: The line item in the table is intended to highlight a fee that
is not charged by the Fund in contrast to other mutual funds
with such a fee. The Fund wishes to retain this disclosure.
Comment 6c: Fees and Expenses of the Fund- Fee Waiver and/or Expense
Reimbursement: Please confirm that only the Fund's Board can
terminate the fee waiver and/or expense reimbursement obligation
prior to its expiration date.
Response: The Registrant confirms that only the Fund's Board can terminate
the fee waiver and/or expense reimbursement obligation prior to
its expiration date.
Comment 6d: Fees and Expenses of the Fund- Example: Please explain why the
Fund has not included 5- and 10-year values in the expense
example.
Response: The Fund has not included 5- and 10-year values in the expense
Example because the Fund is a "New Fund" as defined in Form
N-1A, and may omit such values pursuant to Instruction 6(a) of
Item 3 of Form N-1A.
Comment 6e: Fees and Expenses of the Fund- Example: The values provided in
the Example should reflect any redemption fees. Please revise
the footnote accordingly.
Response: We will revise the Prospectus in response to this comment.
Comment 7a: Objectives and Principal Strategies: Because this is a "global"
fund, provide disclosure regarding how the Fund will invest its
assets, including whether the Fund primarily invests in non-U.S.
companies or invests at least 40% of its assets in non-U.S.
companies.
Response: We will revise the disclosure to state that the Fund will,
under normal circumstances, invest at least 40%, and normally
substantially more, of its net assets in securities of
non-U.S. companies. In addition, the disclosure will continue
to provide that the Fund will, under normal circumstances,
invest in companies in at least three countries other than the
United States.
Comment 7b: Principal Strategies: Please disclose in this section the method
in which the Adviser determines whether a country is an emerging
market.
Response: The Fund believes that the emerging market countries reference
is a commonly understood reference and that there is no reason
for a precise definition of emerging markets. In any event, we
will include certain additional information about emerging
markets in the "Additional Information about the Fund's Risks
and Investments" section of the Prospectus.
Comment 7c: Principal Strategies: Please confirm to the Staff whether
investments in currency related derivatives will constitute a
principal investment strategy of the Fund. If such investments
constitute a principal investment strategy, please expand the
description of such investments in the Summary and include
applicable risks in the Principal Risks. If such investments do
not constitute a principal investment strategy of the Fund
please delete any applicable disclosure.
Response: The Registrant does not believe that investments in currency
related derivatives will constitute a principal strategy of
the Fund. However, because the Fund will invest in securities
denominated in foreign currencies as part of its principal
strategies, the Fund views whether it will generally engage in
currency hedging through investments in currency related
derivatives as a material fact relating to the principal
strategies. Consequently, we have not revised the Prospectus
in response to this comment.
Comment 7d: Risks Summary: "Focused portfolio risk" should be changed to
"non-diversification risk."
Response: "Focused portfolio risk" refers to the risk of investing in a
limited number of companies. Whether or not the Fund is
diversified as defined in the 1940 Act is a separate issue and
is not determined solely by the number of companies in which
the fund invests. The "Principal Strategies" section of the
Prospectus discloses that the Fund is "non-diversified" in
compliance with Item 4(b)(1)(iv) of Form N-1A. We will revise
the Principal Strategies section of the Prospectus to clarify
that the Fund will both generally invest in a limited number
of companies and be non-diversified as that term is defined in
the 1940 Act. We will revise the "focused portfolio risk"
in the "Principal Risks" section to also specifically address
non-diversification.
Comment 8a: Portfolio Managers: Please include the actual beginning date of
the portfolio managers' service instead of "Since Inception".
Please make this same change in the "Management of the Fund"
section.
Response: We will revise the Prospectus in response to this comment.
Comment 8b: Portfolio Managers: Dev Chakrabarti replaced James Tierney as
portfolio manager of the Fund in the latest filing. Please
provide the date and month that Mr. Chakrabarti began his
service as portfolio manager of the Fund.
Response: We have not revised the Prospectus in response to this comment
since the Fund has not commenced operations and, hence, there
has been no change in portfolio managers.
Additional Information About the Fund's Risks and Investments
-------------------------------------------------------------
Comment 9a: 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 Fund will revise the Prospectus disclosure to state that
this section of the Prospectus provides additional information
about the Fund's investments and strategies, including principal
and non-principal strategies and risks. The 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 Fund believes that it has identified its
principal strategies and risks in the Item 4 disclosure and need
not repeat such identification in Item 9.
Comment 9b: Please confirm that all Principal Strategies and Principal Risks
discussed in the Summary section are more fully described in
this section. Also, confirm that such disclosure in this section
is also discussed in the Summary section.
Response: Consistent with General Instruction C.3(a) noted above, all
Principal Strategies and Principal Risks in the Summary Section
are not necessarily more fully described in this section.
Similarly, disclosure in this section is not also discussed in
the Summary section.
Comment 10a: Additional Risk and Other Considerations. Revise the
introductory narrative to this section to clarify whether the
disclosures refer to principal or non-principal risks.
Response: See response to Comment 9a.
Comment 10b: Additional Risk and Other Considerations--Portfolio Holdings: If
a description of the Fund policies and procedures with respect
to the disclosure of the Fund's portfolio securities is
available also on the Fund's website, that fact should be
disclosed.
Response: We have not revised the Prospectus in response to this comment
because a description of the Fund's policies and procedures
(separate from the Statement of Additional Information ("SAI"))
with respect to the disclosure of the Fund's portfolio
securities is not available on the Fund's website.
Management of the Fund
----------------------
Comment 11: Please provide the disclosure required by Item 10(a)(1)(iii) of
Form N-1A, which requires a statement that a discussion
regarding the basis for the board of directors approving any
investment advisory contract of the Fund is available in the
Fund's annual or semi-annual report to shareholders, as
applicable, and providing the period covered by the relevant
annual or semi-annual report.
Response: We will revise the Prospectus in response to this comment.
Comment 12a: Performance of Similarly Managed Accounts. Please confirm and
disclose to the Staff that the Performance Data is based on all
similarly managed accounts that have been managed by the Adviser
and not just the current investment team of the Fund.
Response: The Fund confirms that the Performance Data is based on all
similarly managed accounts that have been managed by the
Adviser.
Comment 12b: Performance of Similarly Managed Accounts Disclosure on the
Adviser's calculation of the investment performance, as copied
below, has been removed in the latest filing. Please replace
this disclosure or explain why it has been removed.
The Adviser has calculated the investment performance of the
Similarly Managed Accounts on a trade-date basis. Income has
been accrued daily and cash flows weighted daily. Composite
investment performance for the Funds has been determined on an
asset-weighted basis. New accounts are included in the composite
investment performance computations at the beginning of the
quarter following the initial contribution. The total returns
set forth below are calculated using a method that links the
monthly return amounts for the disclosed periods, resulting in a
time-weighted rate of return. Other methods of computing the
investment performance of the Similarly Managed Accounts may
produce different results, and the results for different periods
may vary.
Response: The disclosure noted in the Comment was removed from the
Prospectus in response to a comment given by the Staff to
Post-Effective Amendment No. 149, as provided orally to Joanne
A. Skerrett of this office on May 6, 2014 by Ms. Deborah O'Neal
Johnson (the "May 6 Comment"). The May 6 Comment stated:
"Consider simplifying the disclosure in the fourth paragraph
that describes the Adviser's calculation method. (The section
can be revised to include a statement that the Adviser uses a
method that is different from the method used by the SEC.)." The
Prospectus disclosure was revised in response to the May 6
Comment to delete the above paragraph and state: "The
performance was not calculated pursuant to the methodology
established by the Commission that will be used to calculate the
Fund's performance."
Financial Highlights
--------------------
Comment 13: Please confirm the accuracy of the narrative provided and
revise, if necessary.
Response: The Fund confirms that financial highlights information is not
available because the Fund has not yet commenced operations.
Consequently, we have not revised the Prospectus in response to
this comment.
Back Cover
----------
Comment 14: Disclose the additional information required by Form N-1A on the
back cover by Item 1(b).
Response: We will revise the Prospectus in response to this comment.
Statement of Additional Information ("SAI")
-------------------------------------------
Comment 15: Cover page. Provide the date of the Prospectus for the Small Cap
Value Portfolio.
Response: While the date of the Prospectus for the Small Cap Value
Portfolio is disclosed in the SAI, Post Effective Amendment No.
182 discloses on its facing page that the Amendment relates
solely to the Fund. In any event, the final SAI for the Fund
will present information on the Fund only.
Comment 16: Fundamental and Non-Fundamental Investment Policies: Please
provide additional disclosure relating to the Investment Company
Act of 1940 and applicable laws that describes the limitations
on the Fund's investments in greater detail.
Response: The Fund believes the disclosure appropriately reflects the
Fund's fundamental and non-fundamental investment policies as
approved by the Fund's Board of Directors and has not revised
the SAI in response to this comment.
Comment 17: Management of the Fund--Board of Directors Information and
Officer Information: Please confirm the accuracy of the
information provided in the Board of Directors and Officers
tables. For example, the Board of Directors table previously
disclosed that Gary L. Moody was a director of Greenbacker
Renewable Energy Company LLC from August 2013 until January
2014, but that disclosure has been removed in the latest filing
to state that he held no other public company directorships
during the past five years. Please replace this disclosure, if
accurate.
Response: We will revise the SAI in response to this comment.
Comment 18: As applicable, please include all information required for Item
18(a) and Item 18(b) of Form N-1A.
Response: We will revise the SAI to disclose that as of the date of the
SAI, shares of the Fund are held solely by the Adviser.
Comment 19: Management of the Fund--Additional Information About the
Portfolio Managers: Please provide information as of a date that
is in compliance with Instruction 1 to Item 20(a) of Form N-1A.
Response: We will revise the SAI in response to this comment.
Comment 20: Please delete disclosure relating to Frequent Trading in the SAI
that is already provided in the Fund's Prospectus. Any
information on such policies disclosed in the SAI that is not
included in the Prospectus should be included in the Prospectus.
Response: We wish to retain this disclosure in both the Prospectus and SAI
and have not revised the SAI in response to this comment.
Comment 21: 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 have been authorized to 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/ Anna C. Leist
-----------------
Anna C. Leist
cc: Emilie D. Wrapp, Esq.
Eric Freed, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.