0001193125-13-017352.txt : 20130118 0001193125-13-017352.hdr.sgml : 20130118 20130118154230 ACCESSION NUMBER: 0001193125-13-017352 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20130118 DATE AS OF CHANGE: 20130118 EFFECTIVENESS DATE: 20130118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AllianceBernstein Pooling Portfolios CENTRAL INDEX KEY: 0001308576 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-120487 FILM NUMBER: 13537528 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-969-1000 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AllianceBernstein Pooling Portfolios CENTRAL INDEX KEY: 0001308576 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-21673 FILM NUMBER: 13537529 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-969-1000 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 0001308576 S000010370 AllianceBernstein Multi-Asset Real Return Portfolio C000028685 AllianceBernstein Multi-Asset Real Return Portfolio 0001308576 S000010371 AllianceBernstein U.S. Large Cap Growth Portfolio C000028686 AllianceBernstein U.S. Large Cap Growth Portfolio 0001308576 S000010372 AllianceBernstein U.S. Value Portfolio C000028687 AllianceBernstein U.S. Value Portfolio 0001308576 S000010373 AllianceBernstein High-Yield Portfolio C000028688 AllianceBernstein High-Yield Portfolio 0001308576 S000010374 AllianceBernstein Bond Inflation Protection Portfolio C000028689 AllianceBernstein Bond Inflation Protection Portfolio 0001308576 S000010375 AllianceBernstein Global Core Bond Portfolio C000028690 AllianceBernstein Global Core Bond Portfolio 0001308576 S000010376 AllianceBernstein International Growth Portfolio C000028691 AllianceBernstein International Growth Portfolio 0001308576 S000010377 AllianceBernstein International Value Portfolio C000028692 AllianceBernstein International Value Portfolio 0001308576 S000010378 AllianceBernstein Short Duration Bond Portfolio C000028693 AllianceBernstein Short Duration Bond Portfolio 0001308576 S000010379 AllianceBernstein Small-Mid Cap Growth Portfolio C000028694 AllianceBernstein Small-Mid Cap Growth Portfolio 0001308576 S000010380 AllianceBernstein Small-Mid Cap Value Portfolio C000028695 AllianceBernstein Small-Mid Cap Value Portfolio 0001308576 S000028081 AllianceBernstein Volatility Management Portfolio C000085473 AllianceBernstein Volatility Management Portfolio 485BPOS 1 d437575d485bpos.htm ALLIANCEBERNSTEIN POOLING PORTFOLIOS - 485B XBRL AllianceBernstein Pooling Portfolios - 485B XBRL

As filed with the Securities and Exchange Commission on January 18, 2013

File Nos.: 333-120487

811-21673

 

 

 

Securities and Exchange Commission

Washington, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933   
Pre-Effective Amendment No.   
Post-Effective Amendment No. 20    x

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

                Amendment No. 22    x

 

 

THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS

(Exact Name of Registrant as Specified in Charter)

 

 

1345 Avenue of the Americas

New York, N.Y. 10105

(Address of Principal Executive Office) (Zip Code)

(800) 221-5672

(Registrant’s Telephone Number, including Area Code)

 

 

EMILIE D. WRAPP

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, N.Y. 10105

(Name and address of Agent for Service)

 

 

Copies of communications to:

Kathleen K. Clarke

Seward & Kissel LLP

901 K Street, N.W.

Suite 800

Washington, D.C. 20001

 

 

It is proposed that this filing will become effective (check appropriate box)

  ¨ immediately upon filing pursuant to paragraph (b)
  x on January 18, 2013 pursuant to paragraph (b)
  ¨ 60 days after filing pursuant to paragraph (a)(1)
  ¨ on (date) pursuant to paragraph (a)(1)
  ¨ 75 days after filing pursuant to paragraph (a)(2)
  ¨ on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

  ¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

        This Post-Effective Amendment No. 20 relates solely to shares of the AllianceBernstein Bond Inflation Protection Portfolio, AllianceBernstein U.S. Value Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio, AllianceBernstein International Value Portfolio, AllianceBernstein International Growth Portfolio, AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein High-Yield Portfolio, AllianceBernstein Small-Mid Cap Value Portfolio, AllianceBernstein Small-Mid Cap Growth Portfolio, AllianceBernstein Global Core Bond Portfolio, AllianceBernstein Volatility Management Portfolio and AllianceBernstein Multi-Asset Real Return Portfolio. No information contained in the Registrant's Registration Statement relating to the AllianceBernstein Global Research Growth Portfolio and AllianceBernstein Global Value Portfolio is amended and superseded hereby.

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and the State of New York on the 18th day of January 2013.

 

THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
By:  

  Robert M. Keith*

    Robert M. Keith
    President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 20 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

  

SIGNATURE

   

TITLE

   

DATE

1)    PRINCIPAL EXECUTIVE OFFICER:      
  

Robert M. Keith*

Robert M. Keith

   

President and

Chief Executive Officer

    January 18, 2013
        
2)    PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:      
  

/s/    Joseph J. Mantineo

Joseph J. Mantineo

   

Treasurer and

Chief Financial Officer

    January 18, 2013
   ALL OF THE TRUSTEES:      
   John H. Dobkin*      
   Michael J. Downey*      
   William H. Foulk, Jr.*      
   D. James Guzy*      
   Nancy P. Jacklin*      
   Robert M. Keith*      
   Garry L. Moody*      
  

Marshall C. Turner, Jr.*

Earl D. Weiner*

      
*By:   

/s/    Stephen J. Laffey

Stephen J. Laffey

(Attorney-in-fact)

       January 18, 2013

Index To Exhibits

 

Exhibit No.

   

Description of Exhibits

EX-101.INS    XBRL Instance Document
EX-101.SCH    XBRL Taxonomy Extension Schema Document
EX-101.CALC    XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF    XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB    XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE    XBRL Taxonomy Extension Presentation Linkbase
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FEES AND EXPENSES OF THE PORTFOLIO This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0003 PORTFOLIO TURNOVER 0.0003 The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 93% of the average value of its portfolio. EXAMPLES The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES The Portfolio invests primarily in an international portfolio of companies selected by the Adviser whose growth potential appears likely to outpace market expectations. The Adviser's growth analysts use proprietary research to seek to identify companies that grow while creating a significant amount of "economic value". These companies typically exhibit solid, durable growth; strong, sustainable competitive advantages; high return on invested capital (ROIC) and robust free cash flow.<br/><br/>The investment team allocates the Portfolio's investments among market sectors based on the fundamental research conducted by the Adviser's large research staff, assessing current and forecasted investment opportunities and conditions, as well as diversification and risk considerations.<br/><br/>The Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries (and normally substantially more) other than the United States. The Portfolio invests in securities of companies in both developed and emerging market countries. Geographic distribution of the Portfolio's investments among countries or regions also will be a product of the stock selection process rather than a pre-determined allocation. The Portfolio may also invest in synthetic foreign equity securities, which are types of warrants used internationally that entitle a holder to buy or sell underlying securities. The Adviser expects that normally the Portfolio's portfolio will tend to emphasize investments in larger capitalization companies.<br/><br/>Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. Currency and equity positions are evaluated separately. The Adviser may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge a portion of its currency risk, the Portfolio may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.<br/><br/>The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio's portfolio from a decline in value, sometimes within certain ranges.<br/><br/>The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments. PRINCIPAL RISKS BAR CHART AND PERFORMANCE INFORMATION BAR CHART 3 The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 10.50%. 10 During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 19.18%, 3rd quarter, 2010; and Worst quarter was down -26.73%, 3rd quarter, 2008. PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/>(For the period ended December 31, 2011) 17 39 0.93 As with all investments, you may lose money by investing in the Portfolio. The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. 0.0459 0.0412 -0.0422 0.0832 0.0459 0.0172 year-to-date 2012-09-30 0.105 Best quarter 2010-09-30 0.1918 0.0172 0.0155 Worst quarter 2008-09-30 0.0282 -0.2673 0.0369 0.0303 0.0354 2005-05-20 2005-05-20 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinShortDurationBondPortfolio column period compact * ~</div> <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio's growth approach, may underperform the market generally.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio's investments or reduce its returns. </blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul>As with all investments, you may lose money by investing in the Portfolio. <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinShortDurationBondPortfolio column period compact * ~</div> The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px">how the Portfolio's performance changed from year to year over the life of the Portfolio; and</li></ul><ul type="square"><li style="margin-left:20px">how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinShortDurationBondPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinShortDurationBondPortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinShortDurationBondPortfolio column period compact * ~</div> AllianceBernstein International Value Portfolio INVESTMENT OBJECTIVE The Portfolio's investment objective is long-term growth of capital. FEES AND EXPENSES OF THE PORTFOLIO This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0 PORTFOLIO TURNOVER The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 61% of the average value of its portfolio. 0 EXAMPLES The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES The Portfolio invests primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and from more than 40 developed and emerging market countries. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging market countries worldwide. Under normal market conditions, the Portfolio invests significantly (at least 40% - unless market conditions are not deemed favorable by the Adviser) in securities of non-U.S. companies. In addition, the Portfolio invests, under normal market conditions, in companies in at least three countries other than the United States.<br/><br/>The Portfolio invests in companies that the Adviser's Bernstein unit ("Bernstein") determines are undervalued, using a fundamental value approach. In selecting securities for the Portfolio, Bernstein uses its fundamental and quantitative research to identify companies whose stocks are priced low in relation to their perceived long-term earnings power.<br/><br/>Bernstein's fundamental analysis depends heavily upon its large internal research staff. The research staff begins with a global research universe of approximately 2,000 international and emerging market companies. In selecting securities for the Portfolio's portfolio, Bernstein looks for companies with attractive valuation (for example, with low price to book ratios) and compelling success factors (for example, momentum and return on equity). Bernstein then uses this information to calculate an expected return. Returns and rankings are updated on a daily basis. The rankings are used to determine prospective candidates for further fundamental research and, subsequently, possible addition to the portfolio. Typically, Bernstein's fundamental research analysts focus their research on the most attractive 30% of the universe.<br/><br/>Teams within the research staff cover a given industry worldwide to better understand each company's competitive position in a global context. The Adviser typically projects a company's financial performance over a full economic cycle, including a trough and a peak, within the context of forecasts for real economic growth, inflation and interest rate changes. Bernstein focuses on the valuation implied by the current price, relative to the earnings the company will be generating five years from now, or "normalized" earnings, assuming average mid-economic cycle growth for the fifth year.<br/><br/>Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. The Adviser evaluates currency and equity positions separately and may seek to hedge the currency exposure resulting from securities positions when it finds the currency positions unattractive. To hedge a portion of its currency risk, the Portfolio may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.<br/><br/>The Portfolio may invest in depositary receipts, instruments of supranational entities denominated in the currency of any country, securities of multi-national companies and "semi-governmental securities", and enter into forward commitments.<br/><br/>The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio's portfolio from a decline in value, sometimes within certain ranges.<br/><br/>The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments. PRINCIPAL RISKS <ul type="square"><li><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio's value approach, may be underperforming the market generally.</blockquote></li></ul><ul type="square"><li><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul><ul type="square"><li><blockquote>Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties. </blockquote></li></ul><ul type="square"><li><blockquote>Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio's investments or reduce its returns.</blockquote></li></ul><ul type="square"><li><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul><ul type="square"><li><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul>As with all investments, you may lose money by investing in the Portfolio. 0 BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. 0 AllianceBernstein U.S. Large Cap Growth Portfolio INVESTMENT OBJECTIVE BAR CHART The Portfolio's investment objective is long-term growth of capital. FEES AND EXPENSES OF THE PORTFOLIO This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) 0.0004 ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0004 PORTFOLIO TURNOVER The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 85% of the average value of its portfolio. 4 13 0 0 0 0 0.0002 0.0002 EXAMPLES The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs as reflected in the Examples would be: PRINCIPAL STRATEGIES The Portfolio invests primarily in equity securities of a limited number of large, carefully selected, high quality U.S. companies. The Portfolio invests primarily in the domestic equity securities of companies selected by the Portfolio's Adviser for their growth potential within various market sectors. The Portfolio emphasizes investments in large, seasoned companies and normally invests in approximately 50-70 companies.<br/><br/> Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of large-capitalization U.S. companies. For these purposes, "large capitalization U.S. companies" are those that, at the time of investment, have market capitalizations within the range of market capitalizations of companies appearing in the Russell 1000(R) Growth Index. While the market capitalizations of companies in the Russell 1000(R) Growth Index ranged from $107 million to almost $396 billion as of October 31, 2012, the Portfolio normally will invest in common stocks of companies with market capitalizations of at least $5 billion at the time of purchase.<br/><br/> The Adviser expects that normally the Portfolio's portfolio will tend to emphasize investments in securities issued by U.S. companies, although it may invest in foreign securities.<br/><br/> This investment team allocates the Portfolio's investments among broad sector groups based on the fundamental company research conducted by the Adviser's large internal research staff, assessing the current and forecasted investment opportunities and conditions, as well as diversification and risk considerations. The investment team may vary the percentage allocations among market sectors and may change the market sectors in which the Fund invests as companies' potential for growth within a sector matures and new trends for growth emerge.<br/><br/> The Adviser's research focus is on companies with high sustainable growth prospects, high or improving return on invested capital, transparent business models, and strong and lasting competitive advantages.<br/><br/> The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio's portfolio from a decline in value, sometimes within certain ranges.<br/><br/> The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments. PRINCIPAL RISKS <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Focused Portfolio Risk: This is the risk that investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio's net asset value.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities on non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul> As with all investments, you may lose money by investing in the Portfolio. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 5.37%. During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 26.71%, 2nd quarter, 2009; and Worst quarter was down -25.67%, 4th quarter, 2008. PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/>(For the period ended December 31, 2011) BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing: <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. BAR CHART The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 18.61%. During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 16.82%, 3rd quarter, 2009; and Worst quarter was down -21.16%, 4th quarter, 2008. 2 PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/>For the period ended December 31, 2011) 6 11 0.61 26 0.85 As with all investments, you may lose money by investing in the Portfolio. As with all investments, you may lose money by investing in the Portfolio. The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing: <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. 23 51 year-to-date 2012-09-30 0.0537 Best quarter 2009-06-30 0.2671 Worst quarter 0.2265 2008-12-31 -0.0289 -0.2567 -0.4088 0.2359 0.1292 -0.0284 0 0.1832 0 0.1824 0 -0.4716 0.0002 0.0002 0.293 0.0663 0.0039 -0.0284 -0.2139 0 -0.0489 -0.0264 0.0023 0.0202 2 6 2005-05-20 2005-05-20 11 26 0 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinInternationalGrowthPortfolio column period compact * ~</div> 0 0 0.0004 0.0004 -0.2139 -0.1371 -0.1421 -0.1214 -0.1211 -0.075 -0.0292 -0.0472 -0.0217 -0.0316 0.0132 AllianceBernstein U.S. Value Portfolio 0.1433 -0.0095 0.0409 0.043 INVESTMENT OBJECTIVE 0.0297 0.0224 -0.4022 The Portfolio's investment objective is long-term growth of capital. 0.3589 4 FEES AND EXPENSES OF THE PORTFOLIO 2005-05-20 2005-05-20 0.1035 2005-05-20 2005-05-20 2005-05-20 13 -0.0265 23 51 This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL PORTFOLIO OPERATING EXPENSES (expenses paid each year as a percentage of the value of your investment) PORTFOLIO TURNOVER The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 40% of the average value of its portfolio. EXAMPLES <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinInternationalGrowthPortfolio column period compact * ~</div> The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES 0.3684 0.0573 -0.5001 The Portfolio seeks long-term growth of capital by investing primarily in a diversified portfolio of equity securities of U.S. companies, emphasizing investments in companies that the Adviser believes are undervalued. The Portfolio uses the fundamental value approach of the Adviser's Bernstein unit ("Bernstein"). This fundamental value approach seeks to identify investments that are considered to be undervalued because they are attractively priced relative to future earnings power and dividend-paying capability. The Adviser relies heavily on the fundamental analysis and research of Bernstein's large internal research staff in making investment decisions for the Portfolio. These investment decisions are the result of the multi-step process described below. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of U.S. companies.<br/><br/> In selecting securities for the Portfolio's portfolio, Bernstein uses fundamental and quantitative research to identify companies whose long-term earnings power and dividend-paying capability are not reflected in the current market price of their securities.<br/><br/> Bernstein's research staff of company and industry analysts follows a research universe of approximately 650 companies. This universe covers approximately 90% of the capitalization of the Russell 1000(R) Value Index. The Adviser typically projects a company's financial performance over a full economic cycle, including a trough and a peak, within the context of forecasts for real economic growth, inflation and interest rate changes. The research staff focuses on the valuation implied by the current price, relative to earnings, the company will be generating five years from now, or "normalized" earnings, assuming average mid-economic cycle growth for the fifth year.<br/><br/> The Portfolio's management team and other investment professionals work in close collaboration to weigh each investment opportunity identified by the research staff relative to the entire portfolio, and determine the timing for purchases and sales and the appropriate position size for a given security. Analysts remain responsible for monitoring new developments that would affect the securities they cover. The team will generally sell a security when it no longer meets appropriate valuation criteria, although sales may be delayed when positive return trends are favorable.<br/><br/> The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards, and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of exchange-traded funds ("ETFs"). These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio's portfolio from a decline in value, sometimes within certain ranges.<br/><br/> The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments. 0.3544 0.0406 -0.0265 -0.1877 -0.0005 PRINCIPAL RISKS 0.0277 <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio's value approach, may be underperforming the market generally.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"> <blockquote> Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"> <blockquote> Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul>As with all investments, you may lose money by investing in the Portfolio. 2005-05-20 AllianceBernstein Short Duration Bond Portfolio INVESTMENT OBJECTIVE BAR CHART AND PERFORMANCE INFORMATION The Portfolio seeks to provide a moderate rate of income that is subject to taxes. The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing: <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. FEES AND EXPENSES OF THE PORTFOLIO This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. 0.0264 BAR CHART SHAREHOLDER FEES (fees paid directly from your investment) 0.025 ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) PORTFOLIO TURNOVER 0.0428 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinInternationalGrowthPortfolio column period compact * ~</div> The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 129% of the average value of its portfolio. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 13.05%. 2005-05-20 EXAMPLES -0.1877 -0.1371 -0.1214 During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 18.10%, 3rd quarter, 2009; and Worst quarter was down -21.87%, 4th quarter, 2008. -0.0956 PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/>For the period ended December 31, 2011) -0.0292 -0.0472 The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES -0.0004 0.0409 0.0224 The Portfolio may invest in many types of fixed-income securities, including corporate bonds, notes, U.S. government and agency securities, asset-backed securities, mortgage-related securities, and inflation-protected securities, as well as other securities of U.S. and non-U.S. issuers. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed-income securities.<br/><br/> The Portfolio may also invest up to 20% of its total assets in debt securities denominated in currencies other than the U.S. Dollar. The Portfolio may also invest up to 20% of its assets in hybrid instruments, which have characteristics of futures, options, currencies and securities.<br/><br/> The Portfolio seeks to maintain a relatively short duration of one to three years under normal market conditions. The Adviser may use interest-rate forecasting to determine the best level of interest rate risk at a given time. The Adviser may moderately shorten the average duration of the Portfolio when it expects interest rates to rise and modestly lengthen the average duration when it anticipates that rates will fall.<br/><br/> To identify attractive bonds for the Portfolio, the Adviser evaluates securities and sectors to identify the most attractive securities in the market at a given time--those offering the highest expected return in relation to their risks. In addition, the Adviser may analyze the yield curve to determine the optimum combination of duration for given degrees of interest rate risk.<br/><br/> The Portfolio may invest in investment grade quality securities rated A or Baa (including Baa1, Baa2 and Baa3) by Moody's Investor Service ("Moody's"), or A or BBB (including BBB+ and BBB-) by S&amp;P or Fitch. If a security has a split rating, then the Portfolio will use the rating deemed by the Adviser to be the most appropriate under the circumstances. If securities are downgraded to below Baa3 or BBB-, or if unrated, are determined by the Adviser to have undergone similar credit quality deterioration, the Adviser may retain such securities if the Adviser concludes that disposition would not be in the best interests of the Portfolio.<br/><br/> Unrated securities may be purchased by the Portfolio when the Adviser believes that the financial condition of the issuers of such obligations and the protection afforded by their terms limit risk to a level comparable to that of rated securities that are consistent with the Portfolio's investment policies.<br/><br/> The Portfolio may invest in variable, floating, and inverse floating rate investments. The Portfolio may also invest in zero-coupon and interest-only or principal-only securities. The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards, and swaps. PRINCIPAL RISKS <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of each Portfolio's assets can decline as can the value of the Portfolio's distributions.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio's investments or reduce its returns.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul> As with all investments, you may lose money by investing in the Portfolio. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. BAR CHART The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 1.36%. <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinInternationalGrowthPortfolioBarChart column period compact * ~</div> During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 2.95%, 3rd quarter, 2009; and Worst quarter was down -1.71%, 3rd quarter, 2008. PERFORMANCE TABLE <br/><br/> Average Annual Total Returns <br/> (For the period ended December 31, 2011) 1.29 As with all investments, you may lose money by investing in the Portfolio. 0 The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinInternationalGrowthPortfolio column period compact * ~</div> year-to-date 2012-09-30 0.0136 Best quarter 2009-09-30 0.0295 Worst quarter 2008-09-30 -0.0171 0.4 As with all investments, you may lose money by investing in the Portfolio. The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing: <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"> <blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. 2005-05-20 2005-05-20 2005-05-20 year-to-date 2012-09-30 0.1305 Best quarter 2009-09-30 0.181 Worst quarter 2008-12-31 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinU.S.LargeCapGrowthPortfolio column period compact * ~</div> -0.2187 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinInternationalValuePortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinU.S.ValuePortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinUSLargeCapGrowthPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinInternationalValuePortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinUSLargeCapGrowthPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinInternationalValuePortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinUSValuePortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinU.S.LargeCapGrowthPortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinU.S.ValuePortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinInternationalValuePortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinU.S.LargeCapGrowthPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinU.S.ValuePortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinGlobalCoreBondPortfolio column period compact * ~</div> AllianceBernstein Global Core Bond Portfolio<br/>(formerly Intermediate Duration Bond Portfolio) <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinGlobalCoreBondPortfolio column period compact * ~</div> year-to-date INVESTMENT OBJECTIVE The Portfolio seeks to provide a moderate to high rate of income that is subject to taxes. 2012-09-30 FEES AND EXPENSES OF THE PORTFOLIO 0.1861 This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. Best quarter 2009-09-30 0.1682 Worst quarter 2008-12-31 -0.2116 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinInternationalValuePortfolio column period compact * ~</div> SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) PORTFOLIO TURNOVER The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 163% of the average value of its portfolio. <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinGlobalCoreBondPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinGlobalCoreBondPortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinGlobalCoreBondPortfolio column period compact * ~</div> EXAMPLES The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. Fixed-income securities include, among other things, bonds. Under normal market conditions, the Portfolio invests at least 40% of its assets in fixed-income securities of non-U.S. issuers. In addition, the Portfolio invests, under normal circumstances, in the fixed-income securities of issuers located in at least three countries. The Portfolio may invest in a broad range of fixed-income securities in both developed and emerging markets. The Portfolio may invest across all fixed-income sectors, including U.S. and non-U.S. government and corporate debt securities. The Portfolio's investments may be denominated in local currency or U.S. Dollar-denominated. The Portfolio may invest in fixed-income securities with any maturity or duration.<br/><br/>The Adviser selects securities for purchase or sale based on its assessment of the securities' risk and return characteristics as well as the securities' impact on the overall risk and return characteristics of the Portfolio. In making this assessment, the Adviser takes into account various factors, including the credit quality and sensitivity to interest rates of the securities under consideration and of the Portfolio's other holdings.<br/><br/>The Adviser will actively manage the Portfolio's assets in relation to market conditions and general economic conditions and adjust the Portfolio's investments in an effort to best enable the Portfolio to achieve its investment objective. Thus, the percentage of the Portfolio's assets invested in a particular country or denominated in a particular currency will vary in accordance with the Adviser's assessment of the relative yield and appreciation potential of such securities and the relationship of the country's currency to the U.S. Dollar.<br/><br/>The Portfolio may invest in medium-quality securities rated A or Baa (including Baa1, Baa2 and Baa3) by Moody's, or A or BBB (including BBB+ and BBB-) by S&amp;P or Fitch. If a security has a split rating, then the Portfolio will use the higher rating. If securities are downgraded to below Baa3 or BBB- or, if unrated, are determined by the Adviser to have undergone similar credit quality deterioration, the Adviser may retain such securities if the Adviser concludes that disposition would not be in the best interests of the Portfolio.<br/><br/>Unrated securities may be purchased by the Portfolio when the Adviser believes that the financial condition of the issuers of such obligations and the protection afforded by their terms limit risk to a level comparable to that of rated securities that are consistent with the Portfolio's investment policies.<br/><br/>The Portfolio may invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected securities, structured securities, variable, floating, and inverse floating rate instruments and preferred stock, and may use other investment techniques. To reduce volatility, the Adviser may hedge a significant portion of the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge its currency exposure, the Portfolio intends to use currency-related derivatives, including forward currency exchange contracts and futures. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives. The Portfolio may also invest in other derivatives, including, without limitation, credit default swaps and interest rate swaps. The Portfolio may, among other things, enter into transactions such as reverse repurchase agreements and dollar rolls. PRINCIPAL RISKS <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of each Portfolio's assets can decline as can the value of the Portfolio's distributions. This risk is significantly greater for fixed-income securities with longer maturities.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Emerging Market Risk: Investments in emerging market countries may involve more risk than investments in other foreign countries because the markets in emerging market countries are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio's investments or reduce its returns.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value, or NAV, may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio's investments.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul>As with all investments, you may lose money by investing in the Portfolio. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future.<br/><br/> Effective December 30, 2011, the Portfolio changed its name from AllianceBernstein Intermediate Duration Bond Portfolio to AllianceBernstein Global Core Bond Portfolio, eliminated its policy of limiting its investments in debt securities denominated in currencies other than the U.S. Dollars to 20% of its total assets, and adopted non-fundamental policies to invest at least 40% of its assets in securities of non-U.S. issuers. In addition, the Portfolio's portfolio management team was changed as disclosed below. The performance information shown below is for periods prior to implementation of these changes and may not be representative of performance the Portfolio will achieve under its new policies. BAR CHART &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 5.98%. During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 6.49%, 3rd quarter, 2009; and Worst quarter was down -2.92%, 3rd quarter, 2008. PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/>(For the periods ended December 31, 2011) 0 0 1.63 As with all investments, you may lose money by investing in the Portfolio. 0 0 The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> 0.0007 0.0004 0.0011 0.0011 The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinUSValuePortfolio column period compact * ~</div> 0 11 0 35 62 141 0 0 0.0003 0.0003 3 10 0.0149 0.1142 17 -0.0223 39 0.1212 0.0701 0.0908 0.0462 0.0604 -0.028 0.161 0.0903 0.0745 0.0908 0.0893 0.0735 0.069 0.0588 0.056 2005-05-20 2005-05-20 0.0746 0.054 0.0784 0.052 0.0699 0.065 0.0574 0.048 0.0623 2005-05-20 2005-05-20 2005-05-20 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinBondInflationProtectionPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinBondInflationProtectionPortfolio column period compact * ~</div> year-to-date 2012-09-30 0.0598 Best quarter 2009-09-30 0.0649 Worst quarter 2008-09-30 -0.0292 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinBondInflationProtectionPortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinBondInflationProtectionPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinSmall-MidCapGrowthPortfolio column period compact * ~</div> AllianceBernstein Bond Inflation Protection Portfolio INVESTMENT OBJECTIVE The Portfolio's investment objective is to maximize real return without assuming what the Adviser considers to be undue risk. FEES AND EXPENSES OF THE PORTFOLIO This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) PORTFOLIO TURNOVER The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 52% of the average value of its portfolio. EXAMPLES The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. The Examples assume an investment of $10,000 in the Portfolio for the time periods indicated and redemption of all shares at the end of those periods. The Examples also assume that the investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES The Portfolio seeks real return. Real return equals total return less the estimated effect of inflation.<br/><br/> The Portfolio pursues its objective by investing principally in Treasury Inflation Protected Securities ("TIPS") directly or by gaining indirect exposure to TIPS through derivatives transactions such as total return swaps linked to TIPS. In deciding whether to take direct or indirect exposure, the Adviser will consider the relative costs and efficiency of each method. In addition, in seeking to maximize real return, the Portfolio may invest in other fixed-income investments such as U.S. and non- U.S. government securities, corporate fixed-income securities and mortgage-related securities, as well as derivatives linked to such securities. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed-income securities. While the Portfolio expects to invest principally in investment grade securities, it may invest up to 15% of its total assets in fixed-income securities rated BB or B or the equivalent by at least one national ratings agency (or deemed by the Adviser to be of comparable credit quality), which are not investment grade ("junk bonds").<br/><br/> Inflation-protected securities are fixed-income securities structured to provide protection against inflation. Their principal value and/or the interest paid on them are adjusted to reflect official inflation measures. The inflation measure for TIPS is the Consumer Price Index for Urban Consumers. The Portfolio may also invest in other inflation-indexed securities, issued by both U.S. and non-U.S. issuers, and in derivative instruments linked to these securities.<br/><br/> As noted above, the Portfolio may invest in derivatives, such as options, futures, forwards, or swap agreements. The Portfolio intends to use leverage for investment purposes. To do this, the Portfolio expects to enter into (i) reverse repurchase agreement transactions and use the cash made available from these transactions to make additional investments in fixed-income securities in accordance with the Portfolio's investment policies and (ii) total return swaps. In determining when and to what extent to employ leverage or enter into derivatives transactions, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the cost of such transactions. The Adviser will consider the impact of reverse repurchase agreements, swap agreements and other derivatives in making its assessments of the Portfolio's risks. The resulting exposures to markets, sectors, issuers or specific securities will be continuously monitored by the Adviser.<br/><br/> The Adviser selects securities for purchase or sale based on its assessment of the securities' risk and return characteristics as well as the securities' impact on the overall risk and return characteristics of the Portfolio. In making this assessment, the Adviser takes into account various factors, including the credit quality and sensitivity to interest rates of the securities under consideration and of the Portfolio's other holdings.<br/><br/> The Portfolio may also invest in loan participations, structured securities, asset-backed securities, variable, floating, and inverse floating rate instruments, and preferred stock, and may use other investment techniques. The Portfolio may invest in fixed-income securities of any maturity and duration. If the rating of a fixed-income security falls below investment grade, the Portfolio will not be obligated to sell the security and may continue to hold it if, in the Adviser's opinion, the investment is appropriate under the circumstances. PRINCIPAL RISKS <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the bond market fluctuates. The value of the Portfolio's investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio's assets can decline as can the value of the Portfolio's distributions. This risk is significantly greater for fixed-income securities with longer maturities. Although the Portfolio invests principally in inflation-protected investments, the value of its securities may be vulnerable to changes in expectations of inflation or interest rates.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Currency Risk: Fluctuations in currency exchange risk may negatively affect the value of the Portfolio's investments or reduce its returns.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value ("NAV") may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio's investments.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid securities at an advantageous price. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul> As with all investments, you may lose money by investing in the Portfolio. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance does not necessarily indicate how it will perform in the future.<br/><br/> Effective April 16, 2010, the Portfolio changed its name from AllianceBernstein Inflation-Protected Securities Portfolio to AllianceBernstein Bond Inflation Protection Portfolio, eliminated its policy of investing at least 80% of its net assets in inflation-protected securities, and adopted its current investment strategies. The performance information shown below is for periods prior to implementation of these changes and may not be representative of performance the Portfolio will achieve under its new policies. Bar Chart The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 6.69%. During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 5.83% in the 1st quarter, 2008; and Worst quarter was down -5.05% in the 4th quarter, 2008. PERFORMANCE TABLE <br/> <br/>Average Annual Total Returns <br/> (For the period ended December 31, 2011) 0.52 As with all investments, you may lose money by investing in the Portfolio. The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. year-to-date 2012-09-30 0.0669 Best quarter 2008-03-31 0.0583 Worst quarter 2008-12-31 -0.0505 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinSmallMidCapGrowthPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinSmallMidCapGrowthPortfolio column period compact * ~</div> AllianceBernstein Small-Mid Cap Growth Portfolio INVESTMENT OBJECTIVE The Portfolio seeks long-term growth of capital. FEES AND EXPENSES OF THE PORTFOLIO This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinSmall-MidCapGrowthPortfolioBarChart column period compact * ~</div> ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) PORTFOLIO TURNOVER The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 68% of the average value of its portfolio. AllianceBernstein High-Yield Portfolio INVESTMENT OBJECTIVE EXAMPLES The Portfolio seeks primarily to achieve high total return by maximizing current income and, to the extent consistent with that objective, capital appreciation. The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year, that the Portfolio's operating expenses stay the same and that all dividends and distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions your cost would be: FEES AND EXPENSES OF THE PORTFOLIO PRINCIPAL STRATEGIES This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) The Portfolio invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall market. Under normal circumstances, the Portfolio invests at least 80% of its net assets in the equity securities of small- and mid-capitalization U.S. companies. For these purposes, "small- and mid-capitalization companies" are generally those companies that, at the time of investment, fall within the lowest 25% of the total U.S. equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). As of October 31, 2012, there were approximately 4,300 companies within the lowest 25% of the total U.S. equity market capitalization (excluding companies with market capitalizations of less than $10 million) with market capitalizations ranging from $10 million to $13.4 billion. Because the Portfolio's definition of small- to mid-capitalization companies is dynamic, the limits on market capitalization will change with the markets. In the future, the Portfolio may define small- and mid-capitalization companies using a different classification system.<br/><br/>The Portfolio may invest in any company and industry and in any type of equity security with potential for capital appreciation. It invests in well-known and established companies and in new and less-seasoned companies. The Portfolio's investment policies emphasize investments in companies that are demonstrating improving financial results and a favorable earnings outlook. The Portfolio may invest in foreign securities.<br/><br/>When selecting securities, the Adviser typically looks for companies that have strong, experienced management teams, strong market positions, and the potential to support greater than expected earnings growth rates. In making specific investment decisions for the Portfolio, the Adviser combines fundamental and quantitative analysis in its stock selection process. The Portfolio may periodically invest in the securities of companies that are expected to appreciate due to a development particularly or uniquely applicable to that company regardless of general business conditions or movements of the market as a whole. Normally, the Portfolio invests in approximately 60-120 companies broadly diversified by sector.<br/><br/>The Portfolio invests principally in equity securities but may also invest in other types of securities, such as preferred stocks. The Portfolio may also invest up to 20% of its total assets in rights and warrants.<br/><br/>The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio's portfolio from a decline in value, sometimes within certain ranges.<br/><br/>The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments. PRINCIPAL RISKS <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio's growth approach, may underperform the market generally.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul>As with all investments, you may lose money by investing in the Portfolio. ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) EXAMPLES <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinSmall-MidCapGrowthPortfolio column period compact * ~</div> The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: BAR CHART AND PERFORMANCE INFORMATION PORTFOLIO TURNOVER The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 57% of the average value of its portfolio. BAR CHART PRINCIPAL STRATEGIES The Portfolio invests, under normal circumstances, at least 80% of its net assets in high-yield debt securities. The Portfolio invests in a diversified mix of high yield, below investment grade debt securities, known as "junk bonds." These securities involve greater volatility of price and risk of principal and income than higher quality debt securities. The Portfolio is managed to maximize current income by taking advantage of market developments, yield disparities, and variations in the creditworthiness of issuers. The Portfolio uses various strategies in attempting to achieve its objective. The Portfolio may invest in debt securities with a range of maturities from short- to long-term.<br/><br/>The Portfolio may invest in U.S. Dollar-denominated and non-U.S. Dollar-denominated foreign fixed-income securities. The Portfolio also may invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected securities, structured securities and preferred stocks. The Portfolio may use leverage for investment purposes by entering into transactions such as reverse repurchase agreements and dollar rolls. <br/><br/>The Portfolio may invest in variable, floating, and inverse floating rate investments. The Portfolio may also invest in zero-coupon and interest-only or principal-only securities. The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards, and swaps. PRINCIPAL RISKS <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as "junk bonds") tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative performance of the junk bond market generally and less secondary market liquidity.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of each Portfolio's assets can decline as can the value of the Portfolio's distributions. This risk is significantly greater for fixed-income securities with longer maturities.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio's investments or reduce its returns.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Leverage Risk: When the Portfolio borrows money or otherwise leverages its portfolio, the value of an investment in the Portfolio will be more volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio's investments. The Portfolio may create leverage through the use of reverse repurchase agreements, forward contracts or dollar rolls, or by borrowing money.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul>As with all investments, you may lose money by investing in the Portfolio. AllianceBernstein Small-Mid Cap Value Portfolio BAR CHART AND PERFORMANCE INFORMATION The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 14.63%. INVESTMENT OBJECTIVE The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The Portfolio seeks long-term growth of capital. BAR CHART The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 13.88%. During the period shown in the bar chart, the Portfolio's:<br/><br/> Best quarter was up 20.30%, 3rd quarter, 2010; and Worst quarter was down -27.58%, 4th quarter, 2008. PERFORMANCE TABLE<br /><br />Average Annual Total Returns<br/> (For the period ended December 31, 2011) During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 22.40%, 2nd quarter, 2009; and Worst quarter was down -14.87%, 4th quarter, 2008. PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/>(For the period ended December 31, 2011) FEES AND EXPENSES OF THE PORTFOLIO This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.68 0.57 PORTFOLIO TURNOVER EXAMPLES As with all investments, you may lose money by investing in the Portfolio. The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. They assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. They also assume that your investment has a 5% return each year, that the Portfolio's operating expenses stay the same and that all dividends and distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions your costs would be: The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</li></ul><ul type="square"><li>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</li></ul> PRINCIPAL STRATEGIES The Portfolio invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization U.S. companies, generally representing 60-125 companies. Under normal circumstances, the Portfolio invests at least 80% of its net assets in small- to mid-capitalization companies. For purposes of this policy, small- to mid-capitalization companies are those that, at the time of investment, fall within the capitalization range between the smallest company appearing in the Russell 2500(TM) Value Index and the greater of $5 billion or the market capitalization of the largest company in the Russell 2500(TM) Value Index.<br/><br/> Because the Portfolio's definition of small- to mid-capitalization companies is dynamic, the lower and upper limits on market capitalization will change with the markets. As of October 31, 2012, the capitalization ranges of companies in the Russell 2500(TM) Value Index ranged from nearly $26 million to approximately $8.87 billion.<br/><br/> The Portfolio invests in companies determined by the Adviser to be undervalued using the Adviser's Bernstein unit's ("Bernstein") fundamental value approach. In selecting securities for the Portfolio, Bernstein uses its fundamental and quantitative research to identify companies whose long-term earnings power is not reflected in the current market price of their securities.<br/><br/> In selecting securities for the Portfolio, Bernstein looks for companies with attractive valuation (for example, with low price to book ratios) and compelling success factors (for example, momentum and return on equity). Bernstein then uses this information to calculate an expected return. Returns and rankings are updated on a daily basis. The rankings are used to determine prospective candidates for further fundamental research and, subsequently, possible addition to the portfolio. Typically, Bernstein's fundamental research analysts focus their research on the most attractive 20% of the universe.<br/><br/> The Adviser typically projects a company's financial performance over a full economic cycle, including a trough and a peak, within the context of forecasts for real economic growth, inflation and interest rate changes. Bernstein focuses on the valuation implied by the current price, relative to the earnings the company will be generating five years from now, or "normalized" earnings, assuming average mid-economic cycle growth for the fifth year.<br/><br/> The Portfolio's management team and other senior investment professionals work in close collaboration to weigh each investment opportunity identified by the research staff relative to the entire portfolio, and determine the timing and position size for purchases and sales. Analysts remain responsible for monitoring new developments that would affect the securities they cover. The team will generally sell a security when it no longer meets appropriate valuation criteria, although sales may be delayed when positive return trends are favorable. Typically, growth in the size of a company's market capitalization relative to other domestically traded companies will not cause the Portfolio to dispose of the security.<br/><br/> Bernstein seeks to manage overall portfolio volatility relative to the universe of companies that comprise the lowest 20% of the total U.S. market capitalization by favoring promising securities that offer the best balance between return and targeted risk. At times, the Portfolio may favor or disfavor a particular sector compared to that universe of companies. The Portfolio may invest significantly in companies involved in certain sectors that constitute a material portion of the universe of small- and mid-capitalization companies, such as financial services and consumer services.<br/><br/> The Portfolio may invest in securities issued by non-U.S. companies and enter into forward commitments.<br/><br/> The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio's portfolio from a decline in value, sometimes within certain ranges.<br/><br/> The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments. The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. PRINCIPAL RISKS <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio's value approach, may underperform the market generally.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio's investments or reduce its returns.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul> As with all investments, you may lose money by investing in the Portfolio. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. BAR CHART AND PERFORMANCE INFORMATION year-to-date The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing: <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. 2012-09-30 BAR CHART 0.1388 Best quarter 2009-06-30 0.224 The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 13.12%. Worst quarter <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinSmall-MidCapValuePortfolio column period compact * ~</div> 2008-12-31 -0.1487 During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 25.01%, 3rd quarter, 2009; and Worst quarter was down -27.21%, 4th quarter, 2008. As with all investments, you may lose money by investing in the Portfolio. PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/> (For the period ended December 31, 2011) 0.52 The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul><ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> As with all investments, you may lose money by investing in the Portfolio. The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing: <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 52% of the average value of its portfolio. 0 0 0 The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. 0 0.0007 The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. 0.0007 year-to-date 7 23 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinSmallMidCapValuePortfolio column period compact * ~</div> 40 2012-09-30 90 0.1312 Best quarter 2009-09-30 0.2501 Worst quarter 2008-12-31 -0.2721 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinSmallMidCapValuePortfolio column period compact * ~</div> year-to-date 2012-09-30 0 0.1463 Best quarter <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinSmall-MidCapValuePortfolio column period compact * ~</div> 2010-09-30 0 0.203 Worst quarter 2008-12-31 -0.2758 0 0 0.0989 0.0005 0.0209 -0.2542 0.0005 0.6018 0.1648 0.0314 5 16 28 64 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinHigh-YieldPortfolio column period compact * ~</div> 0 0 0.1517 0.0285 0 -0.3463 0 0.0006 0.4277 0.2781 -0.0741 0.0006 6 19 34 77 -0.0741 -0.0336 -0.0251 0.0904 0.2051 0.0258 -0.4365 -0.0058 0.0124 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinHigh-YieldPortfolioBarChart column period compact * ~</div> 0.4653 0.4057 0.0487 0.0528 0.0379 0.0493 2005-05-20 2005-05-20 2005-05-20 0.0487 -0.0157 0.0796 0.0289 0.0597 0.1034 0.0314 0.0496 2005-05-20 2005-05-20 0.0794 0.0774 0.0813 0.0834 2005-05-20 2005-05-20 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinSmall-MidCapValuePortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinHigh-YieldPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinHighYieldPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinHighYieldPortfolio column period compact * ~</div> 0 0 0 0 0.0004 0.0004 4 13 23 51 -0.0044 -0.0044 -0.0735 0.0531 -0.0041 2010-04-16 2010-04-16 AllianceBernstein Multi-Asset Real Return Portfolio<br/>(formerly, Global Real Estate Investment Portfolio) INVESTMENT OBJECTIVE The Portfolio's investment objective is to maximize real return over inflation. FEES AND EXPENSES OF THE PORTFOLIO This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) PORTFOLIO TURNOVER The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 110% of the average value of its portfolio. EXAMPLES The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. The Examples assume an investment of $10,000 in the Portfolio for the time periods indicated and redemption of all shares at the end of those periods. The Examples also assume that the investment has a 5% return each year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES The Portfolio seeks to maximize real return. Real return is the rate of total return (including income and capital appreciation) after adjusting for inflation.<br/><br/> The Portfolio pursues an aggressive investment strategy involving a variety of asset classes. The Portfolio invests primarily in instruments that the Adviser expects to outperform broad equity indices during periods of rising inflation. Under normal circumstances, the Portfolio expects to invest its assets principally in the following instruments that, in the judgment of the Adviser, are affected directly or indirectly by the level and change in rate of inflation: inflation-protected fixed-income securities, such as TIPS and similar bonds issued by governments outside of the United States, commodities, equity securities, such as commodity-related stocks, real estate securities, utility securities, infra-structure related securities, securities and derivatives linked to the price of other assets (such as commodities, stock indices and real estate), and currencies. The Portfolio expects its investments in fixed-income securities to have a broad range of any maturity and quality level.<br/><br/> The Portfolio will seek inflation protection from investments around the globe, both in developed and emerging market countries. In selecting securities for purchase and sale, the Adviser will utilize its qualitative and quantitative resources to determine overall inflation sensitivity, asset allocation, and security selection. The Adviser assesses the securities' risks and inflation sensitivity characteristics as well as the securities' impact on the overall risk and inflation sensitivity characteristics of the Portfolio. When its analysis indicates that changes are necessary, the Adviser intends to implement them through a combination of changes to underlying positions and the use of inflation swaps and other types of derivatives, such as interest rate swaps.<br/><br/> The Portfolio anticipates that its targeted investment mix, other than its investments in inflation-protected securities, will focus roughly equally on commodity-related equity securities, commodities and commodity derivatives, and real estate equity securities to provide a balance between expected return and inflation protection, although the Portfolio may vary its investment allocations among these asset classes, at times significantly. Its commodities investments will include significant exposure to energy commodities, but will also include agricultural products, industrial and precious metals, such as gold. The Portfolio's investments in real estate equity securities will include Real Estate Investment Trusts ("REITs"), other real-estate-related securities, and infrastructure-related securities.<br/><br/> The Portfolio will invest in both U.S. and non-U.S. Dollar-denominated securities. The Portfolio may invest in currencies for hedging or for investment purposes, both in the spot market and through long- or short-positions in currency-related derivatives. The Portfolio does not ordinarily expect to hedge its foreign currency exposure because it will be balanced by investments in U.S. Dollar-denominated securities, although it may hedge the exposure under certain circumstances.<br/><br/> The Portfolio may invest in derivatives, such as options, futures, forwards, swap agreements or structured notes. The Portfolio intends to use leverage for investment purposes through the use of cash made available by derivatives transactions to make other investments in accordance with its investment policies. In determining when and to what extent to employ leverage or enter into derivatives transactions, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the cost of such transactions. The Adviser will consider the impact of derivatives in making its assessments of the Portfolio's risks. The resulting exposures to markets, sectors, issuers or specific securities will be continuously monitored by the Adviser.<br/><br/> The Portfolio may seek to gain exposure to physical commodities traded in the commodities markets through investments in a variety of derivative instruments, including investments in commodity index-linked notes. The Adviser expects that the Portfolio will seek to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AllianceBernstein Cayman Inflation Pooling Subsidiary, Ltd., a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands (the "Subsidiary"). The Subsidiary is advised by the Adviser and has the same investment objective and substantially similar investment policies and restrictions as the Portfolio. The Subsidiary, unlike the Portfolio, may invest, without limitation, in commodities and commodities-related instruments. The Portfolio will be subject to the risks associated with the commodities, derivatives and other instruments in which the Subsidiary invests, to the extent of its investment in the Subsidiary. The Portfolio limits its investment in the Subsidiary to no more than 25% of its net assets.<br/><br/> The Portfolio is non-diversified, which means that it may concentrate its assets in a smaller number of issuers than a diversified fund. PRINCIPAL RISKS <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock, commodity and bond markets fluctuate. The value of the Portfolio's investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Commodity Risk: Investments in commodities and commodity-linked derivative instruments, either directly or through the Subsidiary, may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Derivatives Risk: The Portfolio's investments in derivatives such as options, futures, forwards, and swaps may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Leverage Risk: To the extent the Portfolio uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio's investments.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid securities at an advantageous price. The Portfolio invests in derivatives and securities involving substantial market and credit risk, which tend to involve greater liquidity risk.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Currency Risk: Fluctuations in currency exchange risk may negatively affect the value of the Portfolio's investments or reduce its returns. </blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Subsidiary Risk: By investing in the Subsidiary, the Portfolio is indirectly exposed to the risks associated with the Subsidiary's investments, including its investments in commodities. There is no guarantee that the investment objective of the Subsidiary will be achieved. </blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Real Estate Risk: The Portfolio's investments in real estate securities have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in REITs may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in taxes. </blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Diversification Risk: The Portfolio may have more risk because it is "non-diversified," meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio's NAV. </blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. </blockquote></li></ul>As with all investments, you may lose money by investing in the Portfolio. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing: <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future.<br/><br/>Effective December 31, 2010, the Portfolio changed its name from AllianceBernstein Global Real Estate Investment Portfolio to AllianceBernstein Multi-Asset Real Return Portfolio and eliminated its policy of investing at least 80% of its net assets in equity securities of real estate investment trusts, and other real estate industry companies, such as real estate operating companies. In addition, the Portfolio's portfolio management team was changed as disclosed below. The performance information shown below is for periods prior to implementation of these changes and may not be representative of performance the Portfolio will achieve under its new policies. BAR CHART The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 10.44%. During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 29.38% in the 2nd quarter, 2009; and Worst quarter was down -30.42% in the 4th quarter, 2008. PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/>(For the period ended December 31, 2011) 0 INVESTMENT OBJECTIVE 0 The Portfolio's investment objective is long-term growth of capital and income. 0 0 0.0006 FEES AND EXPENSES OF THE PORTFOLIO 0.0006 SHAREHOLDER FEES (fees paid directly from your investment) This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) PORTFOLIO TURNOVER The Portfolio will pay transaction costs, such as commissions, when it buys or sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio's performance. During the most recent fiscal year, the Portfolio's portfolio turnover rate was 130% of the average value of its portfolio. EXAMPLES 6 19 34 77 The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. The Examples assume an investment of $10,000 in the Portfolio for the time periods indicated and redemption of all shares at the end of those periods. The Examples also assume that the investment has a 5% return each year, the fee waiver is in effect for only the first year and that the Portfolio's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES PRINCIPAL RISKS BAR CHART AND PERFORMANCE INFORMATION BAR CHART PERFORMANCE TABLE<br/><br/>Average Annual Total Returns<br/>(For the period ended December 31, 2011) 0.4364 -0.0435 -0.448 0.3686 0.2009 -0.0777 -0.0777 -0.1197 -0.0436 0.0215 2005-05-20 2005-05-20 0.0379 0.0899 1.1 As with all investments, you may lose money by investing in the Portfolio. The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing: <ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li></ul> <ul type="square"><li style="margin-left:20px"><blockquote> how the Portfolio's average annual returns for one and five years and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. The Portfolio is designed to reduce the overall portfolio volatility and the effects of adverse equity market conditions for a blended style investor (an "investing Fund"). The Portfolio will not pursue its investment objective of long-term growth of capital and income in isolation, but always with the goal of reducing an investing Fund's overall equity exposure when appropriate to mitigate equity risk. In other words, in making investment decisions for the Portfolio, the Adviser will consider the blended investing style of the investing Fund and not necessarily the goal of achieving the Portfolio's investment objective. <br/><br/>The Portfolio will have the ability to invest in a wide array of asset classes, including U.S., non-U.S. and emerging market equity and fixed-income securities, commodities, REITs and other real estate-related securities, currencies, and inflation-protected securities. The Portfolio will invest directly in equity securities, but it will also be able to invest without limit in derivative instruments, including futures, forwards, options, swaps and other financially linked investments. <br/><br/> The Adviser will make asset allocation decisions for the Portfolio using a series of asset class risk and return tools as well as its fundamental research insight. During periods of normal equity market volatility, and/or periods when equity market risk is believed appropriate to the return potential presented, the Adviser expects the Portfolio to be predominantly invested in equity securities. Even at those times, however, the Adviser will make asset allocation decisions for the Portfolio based on its assessments of equity market risk. When the Adviser determines that risks in the equity markets have risen to a level that is not compensated by the returns offered, the Adviser will reduce (or eliminate) the Portfolio's exposure to equity securities.<br/><br/>To effectuate the Portfolio's dynamic, opportunistic asset allocation approach, the Adviser may invest in derivatives or exchange-traded funds ("ETFs") rather than investing directly in equity securities. The Portfolio may use index futures or ETFs, for example, to gain broad exposure to a particular segment of the market, while buying representative equity securities to achieve exposure to another. The Adviser will choose investments, in each case, based on concerns of cost and efficiency of access. The Portfolio's holdings may be frequently adjusted to reflect the Adviser's assessment of changing risks. The Adviser believes that these adjustments can also frequently be made efficiently and economically through the use of derivatives strategies and/or ETFs. Similarly, when the Adviser decides to reduce (or eliminate) the Portfolio's exposure to the equity markets, the Adviser may choose to gain this alternative exposure directly through securities purchases or indirectly through derivatives transactions and/or ETFs. The asset classes selected may or may not be represented by the holdings of other of the Pooling Portfolios, because investment decisions for the Portfolio will be driven by risk mitigation concerns that may be best facilitated through exposure to asset classes not represented elsewhere in the investing Fund's overall exposure.<br/><br/>The Portfolio has the risk that it may not accomplish its purpose if the Adviser does not correctly assess the risk in equity markets and, consequently, its performance could be affected adversely. Diversification Risk: The Portfolio may have more risk because it is "non-diversified," meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio's NAV. year-to-date 2012-09-30 0.1044 Best quarter 2009-06-30 0.2938 Worst quarter 2008-12-31 -0.3042 <ul type="square"><li style="margin-left:20px"><blockquote>Market Risk: The value of the Portfolio's assets will fluctuate as the stock, commodity and bond markets fluctuate. The value of the Portfolio's investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.</blockquote></li><li style="margin-left:20px"><blockquote>Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.</blockquote></li><li style="margin-left:20px"><blockquote>Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.</blockquote></li><li style="margin-left:20px"><blockquote>Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</blockquote></li><li style="margin-left:20px"><blockquote>Currency Risk: Fluctuations in currency exchange risk may negatively affect the value of the Portfolio's investments or reduce its returns.</blockquote></li><li style="margin-left:20px"><blockquote>Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.</blockquote></li><li style="margin-left:20px"><blockquote>Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio's assets can decline as can the value of the Portfolio's distributions. This risk is significantly greater for fixed-income securities with longer maturities.</blockquote></li><li style="margin-left:20px"><blockquote>Commodity Risk: Investments in commodities and commodity-linked derivative instruments may subject the Portfolio to greater volatility than investments in traditional securities. The value of these investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.</blockquote></li><li style="margin-left:20px"><blockquote>Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.</blockquote></li><li style="margin-left:20px"><blockquote>Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.</blockquote></li></ul>As with all investments, you may lose money by investing in the Portfolio. <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinMultiAssetRealReturnPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinMulti-AssetRealReturnPortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinMulti-AssetRealReturnPortfolio column period compact * ~</div> AllianceBernstein Volatility Management Portfolio 1.3 The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one year and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul>The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. Through September 30, 2012, the year-to-date unannualized return for the Portfolio's shares was 2.48%. As with all investments, you may lose money by investing in the Portfolio. The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:<ul type="square"><li style="margin-left:20px"><blockquote>how the Portfolio's performance changed from year to year over the life of the Portfolio; and</blockquote></li><li style="margin-left:20px"><blockquote>how the Portfolio's average annual returns for one year and over the life of the Portfolio compare to those of a broad-based securities market index.</blockquote></li></ul> The Portfolio's past performance, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Portfolio's shares and do not reflect sales loads or advisory fees because the Portfolio has none. <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinMulti-AssetRealReturnPortfolio column period compact * ~</div> During the period shown in the bar chart, the Portfolio's:<br/><br/>Best quarter was up 4.87% in the 1st quarter, 2011; and Worst quarter was down -5.92% in the 3rd quarter, 2011. year-to-date 2012-09-30 0.0248 Best quarter 2011-03-31 0.0487 Worst quarter 2011-09-30 -0.0592 <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinVolatilityManagementPortfolioBarChart column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleShareholderFeesAllianceBernsteinVolatilityManagementPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinVolatilityManagementPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleExpenseExampleAllianceBernsteinVolatilityManagementPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinVolatilityManagementPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinMultiAssetRealReturnPortfolio column period compact * ~</div> <div style="display:none">~ http://www.alliancebernstein.com/role/ScheduleAnnualPortfolioOperatingExpensesAllianceBernsteinBondInflationProtectionPortfolio column period compact * ~</div> Inception date is 5/20/05. If interest expenses were excluded, net expenses would be .04%. Inception date is 4/16/10. 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