Form 485BPOS Bernstein Fund Inc

Article

June 9, 2021 4:20 PM EDT

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As filed with the Securities and Exchange Commission on June 9, 2021

Securities Act File No. 333-241008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER


*THE SECURITIES ACT OF 1933*		☐
PRE-EFFECTIVE AMENDMENT NO.		☐
POST-EFFECTIVE AMENDMENT NO. 1		☐

Bernstein Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

1345 Avenue of the Americas

New York, New York 10105

(Address of Principal Executive Offices)

(212) 756-4097

(Registrant’s Telephone Number)

Emilie D. Wrapp, Esq.

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Copy to:

Margery K. Neale, Esq.

P. Jay Spinola, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b) of Rule 485.

Title of the securities being registered: SCB Class, Advisor Class and Class Z shares of common stock, par value $0.0001 per share, of International Strategic Equities Portfolio, a series of the Registrant.

No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

EXPLANATORY NOTE

The purpose of this Post-Effective Amendment filing is to file the tax opinions for the reorganization of each of the International Portfolio and the Tax-Managed International Portfolio into the International Strategic Equities Portfolio.

The Registrant hereby incorporates by reference the Prospectus/Proxy Statement and Statement of Additional Information, each in the form filed on September 17, 2020 pursuant to Rule 497 under the Securities Act of 1933, as amended (File No. 333-241008).

PART C

OTHER INFORMATION

Item 15.

Indemnification.

As permitted by Section 17(h) and (i) of the Investment Company Act of 1940, as amended (the “1940 Act”) and pursuant to Article XI of the Fund’s Bylaws (Exhibit (b) to this Registration Statement), directors, officers and employees of the Fund will be indemnified to the maximum extent permitted by Maryland General Corporation Law. Article XI provides that any indemnification or advance of expenses made thereunder shall be subject to applicable requirements of the 1940 Act. Maryland General Corporation Law permits a corporation to indemnify any director, officer, employee or agent made a party to any threatened, pending or completed action, suit or proceeding by reason of service in that capacity, against, judgments, penalties, fines, settlements and reasonable expenses actually incurred in connection with the proceeding, unless it is proved that: (i) an act or omission by the director, officer, employee or agent that was material to the cause of action adjudicated in the proceeding was committed in bad faith or the result of active and deliberate dishonesty; (ii) the director, employee, or agent actually received an improper personal benefit in money, property, or services; or (iii) in the case of any criminal proceeding, the director, employee or agent had reasonable cause to believe that the act or omission was unlawful. Maryland law does not permit indemnification in respect of any proceeding by or in the right of the corporation in which the director shall have been held liable to the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

As permitted by Section 17(i) of the 1940 Act, pursuant to Section 13 of the Investment Management Agreement, between the Fund, on behalf of Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares of the International Strategic Equities Portfolio, the International Small Cap Portfolio and the Small Cap Core Portfolio and AllianceBernstein Investment Research Management, Inc. (“ABIRM”), AB, Bernstein LLC and ABIRM may be indemnified against certain liabilities which it may incur.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Fund intends to purchase an insurance policy insuring its officers and directors against certain liabilities, and certain costs of defending claims against such officers and directors, to the extent such officers and directors are not found to have committed conduct constituting conflict of interest, intentional non-compliance with statutes or regulations or dishonest, fraudulent or criminal acts or omissions. The insurance policy also insures the Fund against the cost of indemnification payments to officers and directors under certain circumstances. Insurance will not be purchased that protects, or purports to protect, any officer or director from liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duty.

Section 4 of the Investment Management Agreement provides that AB shall not be liable to the Fund or the Portfolios for any error of judgment by AB or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Fund or the Portfolios, except in the case of willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of obligations and duties under the Investment Management Agreement.

The Fund hereby undertakes that it will apply the indemnification provisions of its Bylaws, and the Investment Management Agreement, Shareholder Servicing Agreement, and Distribution Agreement in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remains in effect and is consistently applied.

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Item 16.

Exhibits.


(1)(i)	–	Articles of Incorporation of the Fund dated September 2, 2015 (incorporated by reference to Exhibit (a) to the Registrant’s initial registration statement on Form N-1A filed on September 21, 2015).

(1)(ii)	–	Articles Supplementary (submitted electronically by Post-Effective Amendment No. 4 filed on January 26, 2018).

(2)	–	Bylaws of the Fund dated September 2, 2015 (incorporated by reference to Exhibit (b) to the Registrant’s initial registration statement on Form N-1A filed on September 21, 2015).

(3)	–	None.

(4)	–	Form of Agreement and Plan of Reorganization (incorporated by reference to Exhibit 4 to the Registrant’s Registration Statement on Form N-14 (File No. 333-241008, filed on August 5, 2020).

(5)	–	Instruments Defining Rights of Security Holders—supplied by Exhibit (1)(i) (see Article V—Stock; Sections 3, 7, 8, 9, 10, 14 and 15; Article VII—Provisions Defining, Limiting and Regulating Certain Powers of the Corporation and of the Directors and Stockholders; Sections 1(b), 1(c), 2, 3, and 5; Article IX—Amendments); and supplied by Exhibit (2) (see Article II—Meetings of Stockholders and Article VII—Stock).

(6)(i)	–	Investment Advisory and Management Agreement between the Fund and AllianceBernstein L.P. dated November 13, 2019 (submitted electronically by Post-Effective Amendment No. 10 filed on January 28, 2020).

(6)(ii)	–	Shareholder Servicing Agreement between the Fund and AllianceBernstein L.P. dated November 13, 2019 (submitted electronically by Post-Effective Amendment No. 10 filed on January 28, 2020).

(7)(i)	–	Distribution Agreement between the Fund and Bernstein LLC dated November 13, 2019 (submitted electronically by Post-Effective Amendment No. 10 filed on January 28, 2020).

(7)(ii)	–	Distribution Services Agreement between the Fund and AllianceBernstein Investments, Inc. (“ABI”) dated November 13, 2019 (submitted electronically by Post-Effective Amendment No. 10 filed on January 28, 2020).

(7)(iii)	–	Form of Selected Dealer Agreement between ABI and selected dealers offering shares of the Fund (incorporated by reference to Exhibit (e)(6) to Post-Effective Amendment No. 39 of the Registration Statement on Form N-1A of AB Large Cap Growth Fund, Inc. (File Nos. 33-49530 and 811-6730), filed on October 15, 2009).

(7)(iv)	–	Form of Load Fund Operating Agreement between ABI and Charles Schwab & Co., Inc. making available shares of the Fund (incorporated by reference to Exhibit (e)(9) to Post-Effective Amendment No. 39 of the Registration Statement on Form N-1A of AB Large Cap Growth Fund, Inc. (File Nos. 33-49530 and 811-6730), filed on October 15, 2009).

(7)(v)	–	Form of Cooperation Agreement between ABI and UBS AG (incorporated by reference to Exhibit (e)(10) to Post-Effective Amendment No. 39 of the Registration Statement on Form N-1A of AB Large Cap Growth Fund, Inc. (File Nos. 33-49530 and 811-6730), filed on October 15, 2009).

(8)	–	Bonus or Profit Sharing Contracts—Not applicable.

(9)(i)	–	Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, effective August 3, 2009 (incorporated by reference to Exhibit (g) to Post-Effective Amendment No. 51 of the Registration Statement on Form N-1A of AB Variable Products Series Fund, Inc. (File Nos. 33-18647 and 811-05398), filed on April 29, 2010).

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(9)(ii)	–	Form of Joinder to Custodian Contract between the Fund and State Street Bank and Trust Company (submitted electronically by Pre-Effective Amendment No. 2 filed on December 17, 2015).

(10)(i)	–	Distribution Services Agreement (including a plan pursuant to Rule 12b-1) between the Fund and ABI (submitted electronically by Post-Effective Amendment No. 10 filed on January 28, 2020).

(10)(ii)	–	Rule 12b-1 Plan—supplied by Exhibit (10)(i).

(10)(iii)	–	Plan Pursuant to Rule 18f-3 (submitted electronically by Pre-Effective Amendment No. 2 filed on December 17, 2015).

(11)(i)	–	Opinion and Consent of Venable LLP, counsel for the Registrant (incorporated by reference to Exhibit (11)(i) to the Registrant’s Registration Statement on Form N-14 (File No. 333-241008, filed on August 5, 2020).

(12)(i)	–	Opinion and consent of Willkie Farr & Gallagher LLP supporting tax matters and consequences to shareholders with respect to the reorganization of the International Portfolio into the International Strategic Equities Portfolio—filed herewith.

(12)(ii)	–	Opinion and consent of Willkie Farr & Gallagher LLP supporting tax matters and consequences to shareholders with respect to the reorganization of the Tax-Managed International Portfolio into the International Strategic Equities Portfolio—filed herewith.

(13)(i)	–	Form of Transfer Agency Agreement between the Fund and AllianceBernstein Investor Services, Inc. (submitted electronically by Pre-Effective Amendment No. 2 filed on December 17, 2015).

(13)(ii)	–	Form of Expense Limitation Agreement by and between the Fund and AllianceBernstein L.P. with respect to International Strategic Equities Portfolio (submitted electronically by Pre-Effective Amendment No. 2 filed on December 17, 2015).

(13)(iii)	–	Form of Expense Limitation Agreement by and between the Fund and AllianceBernstein L.P. with respect to International Small Cap Portfolio (submitted electronically by Pre-Effective Amendment No. 2 filed on December 17, 2015).

(13)(iv)	–	Form of Expense Limitation Agreement by and between the Fund and AllianceBernstein L.P. with respect to Small Cap Core Portfolio (submitted electronically by Pre-Effective Amendment No. 2 filed on December 17, 2015).

(13)(v)	–	Management Fee Waiver Undertaking with respect to the AB Government Money Market Portfolio (incorporated by reference to Exhibit (h)(4) to Post-Effective Amendment No. 75 of the Registration Statement on Form N-1A of Sanford C. Bernstein Fund, Inc. (File Nos. 33-21844 and 811-05555), filed with the Securities and Exchange Commission on January 26, 2018).

(14)	–	Consents of PricewaterhouseCoopers LLP, independent registered public accounting firm, for the Registrant and the International Portfolio and the Tax-Managed International Portfolio (incorporated by reference to Exhibit (14) to the Registrant’s Registration Statement on Form N-14 (File No. 333-241008, filed on August 5, 2020).

(15)	–	Omitted Financial Statements—Not applicable.

(16)	–	Powers of Attorney (incorporated by reference to Exhibit (16) to the Registrant’s Registration Statement on Form N-14 (File No. 333-241008, filed on August 5, 2020).

(17)(i)	–	Form of proxy card for shareholders of the International Portfolio (incorporated by reference to Exhibit (17)(i) to the Registrant’s Registration Statement on Form N-14 (File No. 333-241008, filed on August 5, 2020).

(17)(ii)	–	Form of proxy card for shareholders of the Tax-Managed International Portfolio (incorporated by reference to Exhibit (17)(ii) to the Registrant’s Registration Statement on Form N-14 (File No. 333-241008, filed on August 5, 2020).

Item 17.

Undertakings

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

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(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

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SIGNATURES

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of New York and the State of New York, on the 9th day of June, 2021.


BERNSTEIN FUND, INC.

By:		/s/ Beata D. Kirr
		Beata D. Kirr
		President

As required by the Securities Act of 1933, as amended, this Post-Effective Amendment to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

*	President and Director
Beata D. Kirr

*	Director
R. Jay Gerken

*	Director
Jeffrey R. Holland

*	Director
William Kristol

*	Director
Michelle McCloskey

*	Director
Debra Perry

*	Director
Donald K. Peterson

/s/ Joseph J. Mantineo	Treasurer and Chief Financial Officer	June 9, 2021
Joseph J. Mantineo

*	This Registration Statement has been signed by each of the persons so indicated by the undersigned as Attorney-in-Fact.


By:	/s/ Nancy E. Hay	June 9, 2021
	Nancy E. Hay, Attorney-in-Fact

EXHIBIT INDEX


Exhibit No.		Description

(12)(i)		Opinion and consent of Willkie Farr & Gallagher LLP supporting tax matters and consequences to shareholders with respect to the reorganization of the International Portfolio into the International Strategic Equities Portfolio.

(12)(ii)		Opinion and consent of Willkie Farr & Gallagher LLP supporting tax matters and consequences to shareholders with respect to the reorganization of the Tax-Managed International Portfolio into the International Strategic Equities Portfolio.

Exhibit 12(i)

787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

Fax: 212 728 8111

December 4, 2020

Sanford C. Bernstein Fund, Inc.

Bernstein Fund, Inc.

1345 Avenue of the Americas

New York, NY 10105

Re:	Reorganization of International Portfolio into International Strategic Equities Portfolio

Ladies and Gentlemen:

Sanford C. Bernstein Fund, Inc., a Maryland corporation, on behalf of the International Portfolio, a series thereof (the “Target Portfolio”), and Bernstein Fund, Inc., a Maryland corporation (the “Acquiring Company”), on behalf of the International Strategic Equities Portfolio, a series thereof (the “Acquiring Portfolio”), have requested our opinion as to certain federal income tax consequences of Acquiring Portfolio’s acquisition of the Target Portfolio pursuant to that certain Agreement and Plan of Reorganization, dated October 22, 2020 (the “Plan”). The Plan contemplates (i) the transfer of the assets of the Target Portfolio to the Acquiring Portfolio (“Assets”), in exchange for shares of the Acquiring Portfolio (the “Acquiring Portfolio Shares”) and the Acquiring Portfolio’s assumption of the liabilities of the Target Portfolio (the “Assumed Liabilities”), followed by the Target Portfolio’s distribution of those Acquiring Portfolio Shares pro rata to its shareholders in liquidation thereof (all the foregoing transactions being referred to herein collectively as the “Reorganization”). This opinion is being delivered pursuant to Section 7(e) of the Plan.

We have reviewed such documents and materials as we have considered necessary for the purpose of rendering this opinion. In rendering this opinion, we have assumed that such documents as yet unexecuted will, when executed, conform in all material respects to the proposed forms of such documents that we have examined. In addition, we have assumed the genuineness of all signatures, the capacity of each party executing a document to so execute that document, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies.

We have made inquiry as to the underlying facts that we considered to be relevant to the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual

NEW YORK WASHINGTON HOUSTON PALO ALTO SAN FRANCISCO CHICAGO PARIS LONDON FRANKFURT BRUSSELS MILAN ROME

Sanford C. Bernstein Fund, Inc.

Bernstein Fund, Inc.

December 4, 2020

Page 2

statements relating to the Acquiring Portfolio and the Target Portfolio set forth in the Combined Information Statement/Prospectus filed as part of the Acquiring Company’s registration statement on Form N-14 (the “Registration Statement”) and representations made in letters from the Acquiring Portfolio and the Target Portfolio addressed to us for our use in rendering this opinion (the “Tax Representation Letters”). We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the assumption that each of them is accurate.

The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations issued thereunder, published rulings and procedures of the Internal Revenue Service and judicial decisions, all as in effect on the date of this letter.

Based upon the foregoing, we are of the opinion that for U.S. federal income tax purposes:

1. The Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code and that each of the Acquiring Portfolio and the Target Portfolio will be “a party to a reorganization” within the meaning of Section 368(b) of the Code.

2. No gain or loss will be recognized by the Target Portfolio on the transfer of all of the Target Portfolio’s Assets to the Acquiring Portfolio solely in exchange for the Acquisition Shares and the assumption by the Acquiring Portfolio of the Assumed Liabilities, or upon the distribution of the Acquiring Portfolio Shares to shareholders of the Target Portfolio.

3. The tax basis in the hands of the Acquiring Portfolio of each Asset of the Target Portfolio will be the same as the tax basis of such Asset in the hands of the Target Portfolio immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Target Portfolio on the transfer.

4. The holding period of each Asset of the Target Portfolio in the hands of the Acquiring Portfolio, other than Assets with respect to which gain or loss is required to be recognized, will include in each instance the period during which such Asset was held by the Target Portfolio (except where investment activities of the Acquiring Portfolio have the effect of reducing or eliminating the holding period with respect to an Asset).

5. No gain or loss will be recognized by the Acquiring Portfolio upon its receipt of the Assets of the Target Portfolio solely in exchange for Acquiring Portfolio Shares and the assumption of the Assumed Liabilities.

6. No gain or loss will be recognized by the shareholders of the Target Portfolio upon the exchange of their Target Portfolio shares for Acquiring Portfolio Shares as part of the Reorganization.

Sanford C. Bernstein Fund, Inc.

Bernstein Fund, Inc.

December 4, 2020

Page 3

7. The aggregate tax basis of the Acquiring Portfolio Shares that each shareholder of the Target Portfolio receives in the Reorganization will be the same as the aggregate tax basis of the Target Portfolio shares exchanged therefor.

8. Each Target Portfolio shareholder’s holding period for the Acquiring Portfolio Shares received in the Reorganization will include the period for which such shareholder held the Target Portfolio shares exchanged therefor, provided that the shareholder held such Target Portfolio shares as capital assets on the date of the exchange.

Notwithstanding the foregoing, this opinion does not address the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles.

Our opinion is based upon the accuracy of the certifications, representations and warranties and satisfaction of the covenants and obligations contained in the Plan, the Tax Representation Letters and in the various other documents related thereto. Our opinion may not be relied upon if any of such certifications, representations or warranties are not accurate to any material extent or if any of such covenants or obligations are not satisfied in all material respects. We hereby consent to the filing of this opinion with the Registration Statement and to the reference to us in the Combined Information Statement/Prospectus included as part of the Registration Statement.

Sincerely yours,

LOGO

Exhibit 12(ii)

787 Seventh Avenue

New York, NY 10019-6099

Tel: 212 728 8000

Fax: 212 728 8111

December 4, 2020

Sanford C. Bernstein Fund, Inc.

Bernstein Fund, Inc.

1345 Avenue of the Americas

New York, NY 10105

Re:	Reorganization of Tax-Managed International Portfolio into International Strategic Equities Portfolio

Ladies and Gentlemen:

Sanford C. Bernstein Fund, Inc., a Maryland corporation, on behalf of the Tax-Managed International Portfolio, a series thereof (the “Target Portfolio”), and Bernstein Fund, Inc., a Maryland corporation (the “Acquiring Company”), on behalf of the International Strategic Equities Portfolio, a series thereof (the “Acquiring Portfolio”), have requested our opinion as to certain federal income tax consequences of Acquiring Portfolio’s acquisition of the Target Portfolio pursuant to that certain Agreement and Plan of Reorganization, dated October 22, 2020 (the “Plan”). The Plan contemplates (i) the transfer of the assets of the Target Portfolio to the Acquiring Portfolio (“Assets”), in exchange for shares of the Acquiring Portfolio (the “Acquiring Portfolio Shares”) and the Acquiring Portfolio’s assumption of the liabilities of the Target Portfolio (the “Assumed Liabilities”), followed by the Target Portfolio’s distribution of those Acquiring Portfolio Shares pro rata to its shareholders in liquidation thereof (all the foregoing transactions being referred to herein collectively as the “Reorganization”). This opinion is being delivered pursuant to Section 7(e) of the Plan.

NEW YORK WASHINGTON HOUSTON PALO ALTO SAN FRANCISCO CHICAGO PARIS LONDON FRANKFURT BRUSSELS MILAN ROME

Sanford C. Bernstein Fund, Inc.

Bernstein Fund, Inc.

December 4, 2020

Page 2

We have made inquiry as to the underlying facts that we considered to be relevant to the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual statements relating to the Acquiring Portfolio and the Target Portfolio set forth in the Combined Information Statement/Prospectus filed as part of the Acquiring Company’s registration statement on Form N-14 (the “Registration Statement”) and representations made in letters from the Acquiring Portfolio and the Target Portfolio addressed to us for our use in rendering this opinion (the “Tax Representation Letters”). We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the assumption that each of them is accurate.

Based upon the foregoing, we are of the opinion that for U.S. federal income tax purposes:

6. No gain or loss will be recognized by the shareholders of the Target Portfolio upon the exchange of their Target Portfolio shares for Acquiring Portfolio Shares as part of the Reorganization.

Sanford C. Bernstein Fund, Inc.

Bernstein Fund, Inc.

December 4, 2020

Page 3

Sincerely yours,

LOGO