Seward & Kissel LLP
                              1200 G Street, N.W.
                             Washington, D.C. 20005
                           Telephone: (202) 737-8833
                           Facsimile: (202) 737-5184
                                 www.sewkis.com


                                                           September 16, 2010

VIA EDGAR

Ms. Linda Stirling
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.

Washington, D.C. 20549

         Re:     The AllianceBernstein Funds
                 Preliminary Proxy Statement

         AllianceBernstein Balanced Shares, Inc.
             (File Nos. 2-10988 and 811-00134)
         AllianceBernstein Blended Style Series, Inc.
             (File Nos. 333-87002 and 811-21081)
         AllianceBernstein Bond Fund, Inc.
             (File Nos. 2-48227 and 811-2383)
         AllianceBernstein Cap Fund, Inc.
             (File Nos. 2-29901 and 811-01716)
         AllianceBernstein Core Opportunities Fund, Inc.
             (File Nos. 333-90261 and 811-09687)
         AllianceBernstein Corporate Shares
             (File Nos. 333-112207 and 811-21497)
         AllianceBernstein Diversified Yield Fund, Inc
             (File Nos. 33-63797 and 811-7391)
         AllianceBernstein Equity Income Fund, Inc.
             (File Nos. 33-66630 and 811-7916)
         AllianceBernstein Exchange Reserves
             (File Nos. 33-74230 and 811-08294)
         AllianceBernstein Fixed-Income Shares, Inc.
             (File Nos. 33-34001 and 811-06068)
         AllianceBernstein Global Bond, Inc.
             (File Nos. 33-45328 and 811-06554)
         AllianceBernstein Global Growth Fund, Inc.
             (File Nos. 333-85164 and 811-21064)
         AllianceBernstein Global Real Estate Investment Fund, Inc.
             (File Nos. 333-08153 and 811-07707)
         AllianceBernstein Global Thematic Growth Fund, Inc.
             (File Nos. 2-70427 and 811-03131)
         AllianceBernstein Greater China '97 Fund, Inc.
             (File Nos. 333-26229 and 811-08201)
         AllianceBernstein Growth and Income Fund, Inc.
             (File Nos. 2-11023 and 811-00126)
         AllianceBernstein High Income Fund, Inc.
             (File Nos. 33-72460 and 811-08188)
         AllianceBernstein International Growth Fund, Inc.
             (File Nos. 33-76598 and 811-08426)
         AllianceBernstein Large Cap Growth Fund, Inc.
             (File Nos. 33-49530 and 811-06730)
         AllianceBernstein Municipal Income Fund, Inc.
             (File Nos. 33-7812 and 811-04791)
         AllianceBernstein Municipal Income Fund II .
             (File Nos. 33-60560 and 811-07618)
         AllianceBernstein Small/Mid Cap Growth Fund, Inc.
             (File Nos. 2-10768 and 811-00204)
         AllianceBernstein Trust
             (File Nos. 333-51938 and 811-10221)
         The AllianceBernstein Portfolios
             (File Nos. 33-12988 and 811-05088)


Dear Ms. Stirling:


       This  letter  responds  to  comments  of  the  staff (the "Staff") of the
Securities  and  Exchange  Commission  (the  "SEC")  to  the  Preliminary  Proxy
Statement  of  the  Funds referred to above (the "Funds" and each, a "Fund"), as
provided  orally to Erin Loomis of this office on September 8, 2010. The Staff's
comments and our responses are discussed below.

Comment 1:   Proposal  One:  Election  of  Directors. In the table of directors,
             interested directors should be listed separately from disinterested
             directors (see Item 22(b), Instruction 3).

Response:    We have revised the disclosure in response to this comment.

Comment 2:   Proposal  2.A.:  Amendments  to  Investment  Advisory Agreements of
             Certain   Funds   to   Conform  Fee  Measurement  Periods.  Include
             information  requested  in Item 22(c), as applicable, including the
             following:

                    (a)  Briefly  describe  the terms of the contract, including
             the   rate   of   compensation  of  the  investment  adviser  (Item
             22(c)(1)(ii)).

                    (b)  State  the aggregate amount of the investment adviser's
             fee  and  the  amount and purpose of any other material payments by
             the Fund to the investment adviser, or any affiliated person of the
             investment  adviser,  during the last fiscal year of the Fund (Item
             22(c)(1)(iii)).

                    (c)  State the name, address and principal occupation of the
             principal executive officer and each director or general partner of
             the investment adviser (Item 22(c)(2)).

                    (d)  State  the  names  and  address  of  all Parents of the
             investment  adviser and show the basis of control of the investment
             adviser and each Parent by its immediate Parent (Item 22(c)(3)).

                    (e)  Describe  the  nature  of the action to be taken on the
             investment  advisory contract and the reasons thereof, the terms of
             the  contract  to be acted upon, and, if the action is an amendment
             to,  or  a  replacement  of,  an  investment advisory contract, the
             material  differences  between  the  current and proposed contract
             (Item 22(c)(8)).

                    (f)  If  a  change in the investment advisory fee is sought,
             state  (i)  the  aggregate  amount  of the investment adviser's fee
             during  the  last year; (ii) the amount that the adviser would have
             received  had  the  proposed  fee  been  in  effect;  and (iii) the
             difference  between the aggregate amounts stated in response to (i)
             and  (ii)  as a percentage of the amount stated in response to (i)
             (Item 22(c)(9)).

                    (g)  If  the investment adviser acts as such with respect to
             any  other Fund having a similar investment objective, identify and
             state  the  size  of such other Fund and the rate of the investment
             adviser's  compensation.  Also  individuate for any Fund identified
             whether  the  investment  adviser has waived, reduced, or otherwise
             agreed  to  reduce  its compensation under any applicable contract
             (Item 22(c)((10)).

                    (h)  Discuss  the  material  factors and the conclusion with
             respect  thereto  that form the basis for the recommendation of the
             board  of  directors  that  the  shareholders approve an investment
             advisory contract (Item 22(c)(11)).

                    (i)  For  the most recently completed fiscal year, state (i)
             the  aggregate amount of commissions paid to any affiliated broker;
             and   (ii)   the  percentage  of  the  Fund's  aggregate  brokerage
             commission paid to any such affiliated broker (Item 22(c)(13)).

                    (j)  Disclose  the  amount  of  fees paid by the Fund to the
             investment adviser, its affiliated persons or any affiliated person
             of  such  person  during  the  most recent fiscal year for services
             provided to the Fund. State whether these services will continue to
             be  provided  after  the  investment  advisory contract is approved
             (Item 22(c)(14)).

Response:   We  have  not revised the disclosure in response to this comment. As
            we   discussed   with  you,  the  proposal  does  not  request  that
            shareholders  approve a new investment advisory agreement, a changed
            investment  advisory  fee  or a new adviser. Rather, the proposal is
            limited  to  a request that shareholders approve an amendment to the
            advisory  agreement  that  would  change  the measurement period for
            calculating  the  advisory  fee,  which  has  resulted  in anomalous
            discrepancies between the contractual fee rate and the effective fee
            rate.  The  current  measurement  period  varies  from  the standard
            measurement period in other of the AllianceBernstein Fund investment
            advisory  agreements  and  from industry practice. We do not believe
            that  disclosure  regarding  the adviser and the investment advisory
            agreement  are  relevant  to  this  proposal.  We  have  included  a
            statement that additional information about the Adviser is available
            in  the  Funds' Statement of Additional Information on the adviser's
            Internet web site at www.alliancebernstein.com.

Comment 3:  Proposal  2.A.:  Amendments  to  Investment  Advisory  Agreements of
            Certain Funds to Conform Fee Measurement Periods. The Staff believes
            that  the  proxy  should include a table showing the current and pro
            forma fees for the applicable Funds (see Item 22(a)(3)(iv)).

Response:   We  have  not  revised  the disclosure to include a fee table. As we
            discussed,  we  believe  that  the  disclosure  in  the  Proxy fully
            describes  the  effect of the change in the measurement period. Only
            one  of  the Funds to which the proposal applies would require a fee
            table  because  there  would  be  a  minor increase in the effective
            advisory  fee of 0.01%. The other Fund's effective advisory fee rate
            would not change. Under these circumstances, we do not believe it is
            necessary  to  add  seven  fee tables to the Proxy statement because
            they would not serve to provide any additional useful information to
            a shareholder and would increase the expense of the Proxy Statement.

Comment 4:  Proposal  2.B.: Amendment to Investment Advisory Agreement of TAP to
            Permit  Reimbursement  to  the  Adviser  of  Certain  Administrative
            Expenses.  At  the  end  of  the  second paragraph, it says that the
            directors   concurred  with  the  adviser  that  the  same  type  of
            reimbursement   arrangement  for  administrative  services  expenses
            should  apply to TAP as applies to the other Funds. Describe why the
            directors  concurred  with the adviser and discuss how the directors
            concluded  that  conforming  the  fee  measurement period was in the
            Fund's benefit.

Response:   We have revised the disclosure in response to this comment.

Comment 5:  Proposal  2.B.: Amendment to Investment Advisory Agreement of TAP to
            Permit  Reimbursement  to  the  Adviser  of  Certain  Administrative
            Expenses.

            (a)  In  the  second  paragraph after the TAP expense chart, it says
            that  the directors agreed with the adviser's recommendation that it
            would be appropriate for the TAP Advisory Agreement to be amended to
            include  the  same  provisions  relating  to administrative services
            expenses  as  those in the advisory agreements for most other Funds.
            Disclose  why the directors agreed with the adviser to amend the TAP
            Advisory Agreement.

            (b)  The  Staff  believes  that  a table showing the current and pro
            forma   fees  should  be  included  under  this  section  (see  Item
            22(a)(3)(iv)).

Response:   We  have  revised the disclosure in response to this comment (a). We
            have  not revised the Proxy Statement in response to comment (b). As
            we  discussed  with  you, the proposal is to approve payments by the
            Portfolios  of  the  Fund  to the adviser for certain administrative
            services  provided to the adviser at the request of a Portfolio. The
            proposal  would  result  in  only  modest changes to the Portfolios'
            expense  ratios.  In some cases, these changes would not appear in a
            fee  table  because  the  change  resulted  in  an increase at three
            decimal  places,  but  not  two  decimal places as specified for fee
            table  disclosure.  We  included  a  chart showing the effect of the
            proposed  payments on the expense ratios for each of the Portfolios'
            Class  A  shares  to three decimal points. We believe that the chart
            and  related  disclosure fully informs shareholders of the effect of
            the   proposal  on  the  Portfolios'  expense  ratios.  Under  these
            circumstances,  we  do  not  believe  it  is necessary to add 40 fee
            tables  to  the  Proxy  Statement  because  they  would not serve to
            provide any additional useful information to a shareholder and would
            increase the expense of the Proxy Statement.

Comment 6:  Proposal  3:  Amendments  to Declarations of Trust for Certain Funds
            Organized as Massachusetts Business Trusts. In the last paragraph of
            Subsection  A, in addition to disclosing when Massachusetts law does
            not  require  a  stockholder  vote,  also disclose when the 1940 Act
            requires a stockholder vote.

Response:   We have revised the disclosure in response to this comment.

Comment 7:  Proposal  4: Amendment and Restatement of Charters for Certain Funds
            Organized  as  Maryland  Corporations.  The  Staff  believes  that a
            stockholder  vote  is needed for each individual proposed changed to
            the charter (see Rule 14a-4).

Response:   We  have  not revised the disclosure in response to this comment. As
            noted  in  the Letter to Registrant from Carolyn B. Lewis dated Feb.
            23,  1994  (the  "Letter"),  the  staff has not objected to bundling
            proxy  proposals  under  certain  circumstances, including where the
            proposals are inextricably intertwined and would be impracticable to
            separate. We are requesting that shareholders approve an amended and
            restated  charter.  Separating out each change to the charters, most
            of  which  are  intended  to  modernize  the  charters to conform to
            Maryland  law  and  the  1940  Act,  for  a  separate  vote would be
            impracticable.  The  primary  goal  of  this  proposal is to achieve
            standardized  charters  for  all of the AllianceBernstein Funds. The
            same proposal was submitted for approval in a 2005 Proxy but not all
            of  the  standardized  charters  were approved, primarily due to the
            recurring  difficulty  of  achieving  shareholder  approval  of fund
            proposals  in  response  to proxy solicitations. We are resubmitting
            the  proposal  with  respect  to  Funds  that  did  not  receive the
            requisite  vote  in  2005  because  we believe standardized charters
            provide  significant  administrative  efficiencies  for the Funds as
            well  as  conforming  to current law. Unbundling the proposals would
            not  achieve  these goals. We believe that it is consistent with the
            staff position in the Letter that the charter revisions be presented
            as one proposal.

Comment 8:  Proposal  4: Amendment and Restatement of Charters for Certain Funds
            Organized  as  Maryland  Corporations.  Disclose  whether making the
            change discussed under the last bullet point of Subsection A (Series
            and  Class  Structure  and  Related  Provisions  -  Clarifying  that
            redeemed  or otherwise acquired shares of stock of a series or class
            shall  constitute  authorized  but  unissued shares of stock of that
            series  or  class) would have any practical effect on the day-to-day
            management of the Fund.

Response:   We have revised the disclosure in response to this comment.

Comment 9:  Proposal  4: Amendment and Restatement of Charters for Certain Funds
            Organized  as  Maryland  Corporations. Under Subsection C (Mandatory
            and  Other  Redemption Proposals), the third bullet point eliminates
            the  current  stockholder  notice  requirement.  A discussion of the
            current notice requirement should be disclosed here.

Response:   We have revised the disclosure in response to this comment.

Comment 10: Proposal  4: Amendment and Restatement of Charters for Certain Funds
            Organized  as  Maryland  Corporations.  Under Subsection E.2. (Other
            Revisions  for  Specific Funds - Dividends and Distributions), there
            needs to be a discussion of whether there would be any actual affect
            on the Fund or shareholders.

Response:   We have revised the disclosure in response to this comment.

Comment 11: Proposal  4: Amendment and Restatement of Charters for Certain Funds
            Organized  as  Maryland  Corporations.  Under Subsection E.3. (Other
            Revisions  for Specific Funds - Class Provisions), there needs to be
            a discussion of whether there would be any actual affect on the Fund
            or shareholders.

Response:   We have revised the disclosure in response to this comment.

Comment 12: Proposal  4: Amendment and Restatement of Charters for Certain Funds
            Organized  as  Maryland  Corporations.  Under Subsection E.4. (Other
            Revisions  for Specific Funds - Stockholder Voting Provision), there
            needs to be a discussion of whether there would be any actual affect
            on the Fund or shareholders.

Response:   We  have  not  revised  the  disclosure  in response to this comment
            because  we  are adding quorum requirements to the charters that are
            currently  included  in  the  Funds'  Bylaws.  We  believe  that the
            discussion of this proposed revision makes it clear that there is no
            change in the quorum requirement.

Comment 13: Proposal  4: Amendment and Restatement of Charters for Certain Funds
            Organized  as  Maryland  Corporations.  Under Subsection E.6. (Other
            Revisions  for  Specific Funds - Board of Directors), there needs to
            be  a  discussion of whether there would be any actual affect on the
            Fund or shareholders.

Response:   We have revised the disclosure in response to this comment.

Comment 14: Proposal  4: Amendment and Restatement of Charters for Certain Funds
            Organized  as  Maryland  Corporations.  Under Subsection E.7. (Other
            Revisions for Specific Funds - Interested Persons Provisions), there
            needs to be a discussion of whether there would be any actual affect
            on the Fund or shareholders.

Response:   We have revised the disclosure in response to this comment.

Comment 15: Proposal  5:  Changes to Fundamental Policies Regarding Commodities.
            The commodities policy must be stated in the affirmative. The policy
            cannot  be that the Fund may not purchase or sell commodities except
            to  the  extent  allowed by applicable law and the Fund's Prospectus
            and  Statement of Additional Information (SAI).  The  policy  cannot
            refer  out to the Prospectus and SAI because  in doing so the Fund
            could be denying a shareholder vote if the policy did change.

Response:   We have revised the disclosure in response to this comment.

Comment 16: Proposal 6: Reclassification of Fundamental Investment Objectives of
            Certain  Funds. The second paragraph says that "we intend to provide
            stockholders  with  advance  notice",  but  the  Staff believes this
            should  be  revised  to  say that "we will provide stockholders with
            advance notice".

Response:   We have revised the disclosure in response to this comment.

Comment 17: Last  Page of Proxy: Reports to Stockholders.- This section needs to
            be prominently displayed, as required by Item 22(a)(3)(iii).

Response:   We have revised the disclosure in response to this comment.

Comment 18: Appendix  A:  Outstanding Voting Shares. Note that shares need to be
            broken  down  by  class.  Also  note either here or elsewhere in the
            proxy that each share is equal to one vote.

Response:   We have revised the disclosure in response to this comment.

Comment 19: Appendix  B:  Additional Information About Directors. Item 22(b)(13)
            requires  compensation  disclosure  for  the three highest paid Fund
            officers.  This  information  should  be  disclosed  either  in this
            Appendix or elsewhere in the proxy statement.

Response:   We have revised the disclosure in response to this comment.

Comment 20: Proxy  Ballot:.  Voting  by  the  stockholders  for  changes  to the
            charters should be unbundled.

Response:   Consistent  with  our response to Comment 7, we have not revised the
            disclosure in response to this comment.

                                     * * *

    We hereby acknowledge that (i) each Fund is responsible for the adequacy and
accuracy  of  the  disclosures in the filings; (ii) Staff comments or changes to
disclosure in response to Staff comments in the filings reviewed by the Staff do
not  foreclose  the  SEC  from taking any action with respect to the filing; and
(iii)  the  Funds  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/ Erin Loomis
                                        -------------------
                                        Erin Loomis

cc: Nancy Hay, Esq.
    Kathleen K. Clarke, Esq.