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styles that are also managed by the Adviser. By allocating its assets among the Underlying Portfolios, the Strategy creates a portfolio that is designed as a solution for investors who seek equity returns without regard to taxes but also want broad diversification of the related risks across styles, capitalization ranges and geographic regions. The Strategy invests approximately 92% of its assets in Underlying Portfolios (including, for purposes of this discussion, Volatility Management Portfolio, which is discussed below) that focus on growth and value investment styles and in U.S. and non-U.S. markets. Through these investments, the Adviser efficiently diversifies the Strategy between growth and value equity investment styles, and between U.S. and non-U.S. markets. Normally, the Strategy's targeted blend for its equity investments is an equal weighting of growth and value style Underlying Portfolios (50% each). The Strategy invests approximately 8% of its assets in the Multi-Asset Real Return Underlying Portfolio.<br/><br/> The following table shows the target percentages of its net assets that the Strategy will invest in each of the Underlying Portfolios indicated as of the date of this Prospectus. The Adviser will allow the relative weightings of the Strategy's investments in growth and value and U.S. and non-U.S. Underlying Portfolios to vary in response to market conditions, but ordinarily only by (+/-)5% of the Strategy's net assets. Beyond those ranges, the Adviser will generally rebalance the portfolio toward the targeted blend. However, under extraordinary circumstances, such as when market conditions favoring one investment component are compelling, the range may expand to (+/-)10% of the Strategy's net assets. The Strategy's targeted percentages may change from time to time without notice to shareholders based on the Adviser's assessment of market conditions.<br/><br/>ASSET CLASS            UNDERLYING PORTFOLIO                                 TARGETED BLEND<br />----------------------------------------------------------------------------------------------------------<br />STOCK                         U.S. Large Cap Growth                                                     16.25%<br />                                     -----------------------------------------------------------------------------<br />                                     U.S. Value                                                                          16.25%<br />                                    ------------------------------------------------------------------------------<br />                                     U.S. Small/Mid-Cap Growth                                                 5.25%<br />                                    ------------------------------------------------------------------------------<br />                                     U.S. Small/Mid-Cap Value                                                    5.25%<br />                                    ------------------------------------------------------------------------------<br />                                     International Growth                                                          14.50%<br />                                    ------------------------------------------------------------------------------<br />                                     International Value                                                             14.50%<br />                                    ------------------------------------------------------------------------------<br />                                     Volatility Management                                                         20.00%<br />----------------------------------------------------------------------------------------------------------<br />REAL RETURN Multi-Asset Real Return                                                                    8.00%<br />----------------------------------------------------------------------------------------------------------<br />In addition to blending growth and value styles, the Strategy blends each style component across Underlying Portfolios that invest in U.S. and non-U.S. companies and various capitalization ranges. Within each of the value and growth components, the Strategy's targeted blend is approximately 60% in Underlying Portfolios that invest in U.S. companies and the remaining 40% in Underlying Portfolios that invest in non-U.S. companies. The Strategy invests approximately 20% of its assets in the Volatility Management Underlying Portfolio, which is designed to reduce the overall effect of equity market volatility on the Strategy's portfolio and the effects of adverse market conditions on its performance. The Volatility Management Portfolio will normally be considered to be part of the Strategy's equity asset allocation. Under normal market conditions, this Underlying Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce this Underlying Portfolio's equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy's investments in equity securities.<br/><br/>In managing the Underlying Portfolios, the Adviser selects growth and value equity securities by drawing from a variety of its fundamental growth and value investment disciplines to produce a blended portfolio. Within each investment discipline, the Adviser is able to draw on the resources and expertise of multiple growth and value equity investment teams, specializing in different capitalization ranges and geographic regions (U.S. and non-U.S.), which are supported by equity research analysts specializing in growth research, and equity research analysts specializing in value research. <br/><br/>Each growth investment team selects stocks using a process that seeks to identify companies with strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. This discipline relies heavily upon the fundamental analysis and research of the Adviser's large internal growth research staff, which follows over 1,500 U.S. and non-U.S. companies. The Adviser's growth analysts prepare their own earnings estimates and financial models for each company followed. Research emphasis is placed on identifying companies whose substantially above-average prospective earnings growth is not fully reflected in current market valuations. Each growth investment team constructs a portfolio that emphasizes equity securities of a limited number of carefully selected, high-quality companies that are judged likely to achieve superior earnings growth.<br/><br/>Each value investment team seeks to identify companies whose long-term earnings power and dividend paying capability are not reflected in the current market price of their securities. This fundamental value discipline relies heavily upon the large internal value research staff of the Adviser's Bernstein unit ("Bernstein"), which follows over 1,500 U.S. and non-U.S. companies. Teams within the value research staff cover a given industry worldwide to better understand each company's competitive position in a global context. Bernstein's staff of company and industry analysts prepares its own earnings estimates and financial models for each company analyzed. Bernstein identifies and quantifies the critical variables that control a business's performance and analyzes the results in order to forecast each company's long-term prospects and expected returns. Through application of this value investment process, each value investment team constructs a portfolio that emphasizes equity securities of a limited number of value 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 all or a portion of its currency risk, the Underlying Portfolios 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. The Underlying Portfolios may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. -0.1272 -0.1294 -0.0798 -0.1309 -0.1037 -0.0849 -0.0918 -0.089 -0.0855 0.0211 -0.1371 -0.0446 -0.0483 -0.053 -0.041 -0.0468 -0.037 -0.0402 -0.0025 -0.0292 -0.0371 -0.0121 -0.0433 -0.047 0.028 0.0239 0.0299 0.0331 0.0754 0.0364 0.0461 0.0588 0.0363 0.0259 0.026 0.0234 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2005-03-01 2005-03-01 2004-02-17 2003-09-02 2003-09-02 (NOT CURRENTLY OFFERED TO NEW INVESTORS) <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleShareholderFeesAllianceBernsteinWealthAppreciationStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinWealthAppreciationStrategy column period compact * ~</div> ALLIANCEBERNSTEIN CONSERVATIVE WEALTH STRATEGY The Strategy's investment objective is to achieve a high total return without, in the opinion of the Adviser, undue risk to principal. INVESTMENT OBJECTIVE FEES AND EXPENSES OF THE STRATEGY This table describes the fees and expenses that you may pay if you buy and hold shares of the Strategy. You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. More information about these and other discounts is available from your financial intermediary and in Investing in the Strategies--Sales Charge Reduction Programs for Class A Shares on page 50 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 99 of the Strategy's SAI. SHAREHOLDER FEES (fees paid directly from your investment) ALLIANCEBERNSTEIN WEALTH APPRECIATION STRATEGY INVESTMENT OBJECTIVE ANNUAL STRATEGY OPERATING EXPENSES (expenses that you pay each year as a<br/>percentage of the value of your investment) The Strategy's investment objective is long-term growth of capital. FEES AND EXPENSES OF THE STRATEGY This table describes the fees and expenses that you may pay if you buy and hold shares of the Strategy. You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. More information about these and other discounts is available from your financial intermediary and in Investing in the Strategies--Sales Charge Reduction Programs for Class A Shares on page 50 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 99 of the Strategy's Statement of Additional Information ("SAI"). PORTFOLIO TURNOVER SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL STRATEGY OPERATING EXPENSES (expenses that you pay each year as a <br/>percentage of the value of your investment) PORTFOLIO TURNOVER The Strategy (or an Underlying 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 Strategy shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Strategy Operating Expenses or in the Examples, affect the Strategy's performance. During the most recent fiscal year, the Strategy's portfolio turnover rate (which reflects only purchases and sales of the Underlying Portfolios) was 21% of the average value of its portfolio. The Strategy (or an Underlying 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 Strategy shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Strategy Operating Expenses or in the Examples, affect the Strategy's performance. During the most recent fiscal year, the Strategy's portfolio turnover rate (which reflects only purchases and sales of the Underlying Portfolios) was 29% of the average value of its portfolio. EXAMPLES The Examples are intended to help you compare the cost of investing in the Strategy with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Strategy for the time periods indicated and then redeem all of your shares at the end of these periods. The Examples also assume that your investment has a 5% return each year and that the Strategy'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: 0.21 PRINCIPAL RISKS: <ul type="square"><li style="margin-left:-20px">MARKET RISK: The value of the Strategy'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 or value, may be underperforming the stock market generally.</li></ul> <ul type="square"><li style="margin-left:-20px"> FOREIGN (NON-U.S.) RISK: The Strategy's investments in Underlying Portfolios that invest 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.</li></ul> <ul type="square"><li style="margin-left:-20px"> CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect the value of the Strategy's investments or reduce its returns.</li></ul> <ul type="square"><li style="margin-left:-20px"> CAPITALIZATION RISK: Investments in small- and mid-capitalization companies by the Underlying Portfolios 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.</li></ul> <ul type="square"><li style="margin-left:-20px">ALLOCATION RISK: The allocation of investments among the Underlying Portfolios' different investment styles, such as growth or value, or U.S. or non-U.S. securities, may have a more significant effect on the Strategy's net asset value when one of these investments is performing more poorly than another.</li></ul> <ul type="square"><li style="margin-left:-20px"> DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and may be subject to counterparty risk to a greater degree than more traditional investments.</li></ul>As with all investments, you may lose money by investing in the Strategy. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing: <ul type="square"><li style="margin-left:-20px"> how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul><ul type="square"><li style="margin-left:-20px"> how the Strategy's average annual returns for one and five years and over the life of the Strategy compare to those of a broad-based securities market index.</li></ul>You may obtain updated performance information on the Strategy's website at www.AllianceBernstein.com (click on "Individuals--U.S." then "Products & Performance").<br/><br/> The Strategy's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. BAR CHART You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. Through September 30, 2012, the year-to-date unannualized return for Class A shares was 10.38%. 100000 Calendar Year End (%)<br/><br/>During the period shown in the bar chart, the Strategy's:<br/><br/>BEST QUARTER WAS UP 19.66%, 3RD QUARTER, 2009; AND WORST QUARTER WAS <br/>DOWN -24.07%, 4TH QUARTER, 2008. PERFORMANCE TABLE<br/>AVERAGE ANNUAL TOTAL RETURNS<br/><br/>(For the periods ended December 31, 2011) EXAMPLES The Examples are intended to help you compare the cost of investing in the Strategy with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Strategy for the time periods indicated and then redeem all of your shares at the end of these periods. The Examples also assume that your investment has a 5% return each year and that the Strategy's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: You would pay the following expenses if you did not redeem your shares at the end of the period: PRINCIPAL STRATEGIES: PRINCIPAL RISKS: 0.29 You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. 100000 For the share classes listed below, you would pay the following expenses if you <br/>did not redeem your shares at the end of the period: As with all investments, you may lose money by investing in the Strategy. The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing: <ul type="square"><li style="margin-left:-20px"> how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul><ul type="square"><li style="margin-left:-20px"> how the Strategy's average annual returns for one and five years and over the life of the Strategy compare to those of a broad-based securities market index.</li></ul> ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY www.AllianceBernstein.com The Strategy's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. INVESTMENT OBJECTIVE The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. The Strategy's investment objective is to achieve the highest total return consistent with the Adviser's determination of reasonable risk. FEES AND EXPENSES OF THE STRATEGY This table describes the fees and expenses that you may pay if you buy and hold shares of the Strategy. You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. More information about these and other discounts is available from your financial intermediary and in Investing in the Strategies--Sales Charge Reduction Programs for Class A Shares on page 50 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 99 of the Strategy's SAI. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL STRATEGY OPERATING EXPENSES (expenses that you pay each year as a <br/>percentage of the value of your investment) PORTFOLIO TURNOVER The Strategy (or an Underlying 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 Strategy shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Strategy Operating Expenses or in the Examples, affect the Strategy's performance. During the most recent fiscal year, the Strategy's portfolio turnover rate (which reflects only purchases and sales of the Underlying Portfolios) was 34% of the average value of its portfolio. EXAMPLES The Examples are intended to help you compare the cost of investing in the Strategy with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Strategy for the time periods indicated and then redeem all of your shares at the end of these periods. The Examples also assume that your investment has a 5% return each year and that the Strategy's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: year-to-date 2012-09-30 0.1038 BEST QUARTER 2009-09-30 0.1966 WORST QUARTER 2008-12-31 -0.2407 <ul type="square"><li style="margin-left:-20px">MARKET RISK: The value of the Strategy'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 or value, may be underperforming the stock market generally.</li></ul><ul type="square"><li style="margin-left:-20px">INTEREST RATE RISK: Changes in interest rates will affect the value of the Strategy's investments in Underlying Portfolios that invest 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. Investments in fixed-income securities with lower credit ratings ("junk bonds") tend to have a higher probability that an issuer will default or fail to meet its payment obligations.</li></ul><ul type="square"><li style="margin-left:-20px">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.</li></ul><ul type="square"><li style="margin-left:-20px">FOREIGN (NON-U.S.) RISK: The Strategy's investments in Underlying Portfolios that invest 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.</li></ul><ul type="square"><li style="margin-left:-20px">CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect the value of the Strategy's investments or reduce its returns.</li></ul><ul type="square"><li style="margin-left:-20px">CAPITALIZATION RISK: Investments in small- and mid-capitalization companies by the Underlying Portfolios 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.</li></ul><ul type="square"><li style="margin-left:-20px">ALLOCATION RISK: The allocation of investments among the Underlying Portfolios' different investment styles, such as equity or debt, growth or value, or U.S. or non-U.S. securities, may have a more significant effect on the Strategy's net asset value when one of these investments is performing more poorly than another.</li></ul><ul type="square"><li style="margin-left:-20px">DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and may be subject to counterparty risk to a greater degree than more traditional investments.</li></ul>As with all investments, you may lose money by investing in the Strategy. For the share classes listed below, you would pay the following expenses if you did not redeem your shares at the end of the period: Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; As with all investments, you may lose money by investing in the Strategy. Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; BAR CHART AND PERFORMANCE INFORMATION PRINCIPAL STRATEGIES: The Strategy seeks to achieve its objective by investing in a combination of Underlying Portfolios representing a variety of asset classes and investment styles that are also managed by the Adviser. By allocating its assets among the Underlying Portfolios, the Strategy creates a portfolio that is designed as a solution for investors who seek a moderate tilt toward equity returns without regard to taxes but also want the risk diversification offered by debt securities and the broad diversification of their equity risk across styles, capitalization ranges and geographic regions. Through investments in the Underlying Portfolios, the Adviser efficiently diversifies between the debt and equity components to produce the desired risk/return profile of the Strategy. The Strategy targets a weighting of approximately 65% of Underlying Portfolios that invest primarily in equity securities and approximately 35% of Underlying Portfolios that invest primarily in debt securities with a goal of providing moderate upside potential without excessive volatility. The Strategy's investment in the Multi-Asset Real Return Underlying Portfolio is treated as 100% equity for the purpose of these allocations.<br/><br/> The following table shows the target percentages of its net assets that the Strategy will invest in each of the Underlying Portfolios indicated as of the date of this Prospectus. The Adviser will allow the relative weightings of the Strategy's investments in equity and debt, growth and value, and in U.S. and non-U.S. company Underlying Portfolios to vary in response to market conditions, but ordinarily, only by (+/-)5% of the Strategy's net assets. Beyond those ranges, the Adviser will rebalance the Strategy toward the targeted blend. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to (+/-)10% of the Strategy's net assets. The Strategy's targeted percentages may change from time to time without notice to shareholders based on the Adviser's assessment of market conditions.<br/><br/>ASSET CLASS            UNDERLYING PORTFOLIO                                 TARGETED BLEND<br />----------------------------------------------------------------------------------------------------------<br />STOCK                         U.S. Large Cap Growth                                                        9.75%<br />                                    -------------------------------------------------------------------------------<br />                                     U.S. Value                                                                             9.75%<br />                                    -------------------------------------------------------------------------------<br />                                     U.S. Small/Mid-Cap Growth                                                   2.25%<br />                                     ------------------------------------------------------------------------------<br />                                     U.S. Small/Mid-Cap Value                                                      2.25%<br />                                    -------------------------------------------------------------------------------<br />                                     International Growth                                                             8.00%<br />                                    -------------------------------------------------------------------------------<br />                                     International Value                                                                8.00%<br />                                    -------------------------------------------------------------------------------<br />                                     Volatility Management                                                         20.00%<br />----------------------------------------------------------------------------------------------------------<br />REAL RETURN             Multi-Asset Real Return                                                         5.00%<br />----------------------------------------------------------------------------------------------------------<br />BOND                           Bond Inflation Protection                                                        8.00%<br />                                     ------------------------------------------------------------------------------<br />                                     High-Yield                                                                              7.00%<br />                                    -------------------------------------------------------------------------------<br />                                     Global Core Bond                                                                20.00%<br />----------------------------------------------------------------------------------------------------------<br/><br/>Within the Strategy's equity component, the targeted blend is an equal weighting of Underlying Portfolios that invest primarily in growth and value style stocks (50% each), with approximately 60% of each equity style invested in Underlying Portfolios that invest in U.S. companies and the remaining 40% in Underlying Portfolios that invest in non-U.S. companies. The Strategy invests approximately 20% of its assets in the Volatility Management Underlying Portfolio, which is designed to reduce the overall effect of equity market volatility on the Strategy's portfolio and the effects of adverse market conditions on its performance. The Volatility Management Portfolio will normally be considered to be part of the Strategy's equity asset allocation. Under normal market conditions, this Underlying Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce this Underlying Portfolio's equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy's investments in equity securities.<br/><br/> In managing the Underlying Portfolios, the Adviser selects growth and value equity securities by drawing from a variety of its fundamental growth and value investment disciplines to produce a blended portfolio. Within each equity investment discipline, the Adviser is able to draw on the resources and expertise of multiple growth and value equity investment teams specializing in different capitalization ranges and geographic regions (U.S. and non-U.S.), which are supported by equity research analysts specializing in growth research, and equity research analysts specializing in value research.<br/><br/> Each growth investment team selects stocks using a process that seeks to identify companies with strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. This discipline relies heavily upon the fundamental analysis and research of the Adviser's large internal growth research staff, which follows over 1,500 U.S. and non-U.S. companies. The Adviser's growth analysts prepare their own earnings estimates and financial models for each company followed. Research emphasis is placed on identifying companies whose substantially above-average prospective earnings growth is not fully reflected in current market valuations. Each growth investment team constructs a portfolio that emphasizes equity securities of a limited number of carefully selected, high-quality companies that are judged likely to achieve superior earnings growth.<br/><br/> Each value investment team seeks to identify companies whose long term earnings power and dividend paying capability are not reflected in the current market price of their securities. This fundamental value discipline relies heavily upon Bernstein's large internal value research staff, which follows over 1,500 U.S. and non-U.S. companies. Teams within the value research staff cover a given industry worldwide to better understand each company's competitive position in a global context. Bernstein's staff of company and industry analysts prepares its own earnings estimates and financial models for each company analyzed. Bernstein identifies and quantifies the critical variables that control a business's performance and analyzes the results in order to forecast each company's long-term prospects and expected returns. Through application of this value investment process, each value investment team constructs a portfolio that emphasizes equity securities of a limited number of value companies.<br/><br/> In selecting fixed-income investments, the Adviser may draw on the capabilities of separate investment teams that specialize in different areas that are generally defined by the maturity of the debt securities and/or their ratings, which may include subspecialties (such as inflation-protected securities). These fixed-income teams draw on the resources and expertise of the Adviser's large internal fixed-income research staff, which includes fixed-income research analysts and economists. The Underlying Portfolios' fixed-income securities will primarily be investment grade debt securities, but will also include lower-rated securities ("junk bonds") and preferred stock. The Strategy will not invest more than 25% of its total assets in Underlying Portfolios investing in securities rated, at the time of purchase, below investment grade.<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 all or a portion of its currency risk, the Underlying Portfolios 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. The Underlying Portfolios may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. PRINCIPAL RISKS: <ul type="square"><li style="margin-left:-20px">MARKET RISK: The value of the Strategy'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 or value, may be underperforming the stock market generally.</li></ul> <ul type="square"><li style="margin-left:-20px">INTEREST RATE RISK: Changes in interest rates will affect the value of the Strategy's investments in Underlying Portfolios that invest 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. Investments in fixed-income securities with lower credit ratings ("junk bonds") tend to have a higher probability that an issuer will default or fail to meet its payment obligations.</li></ul> <ul type="square"><li style="margin-left:-20px">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.</li></ul> <ul type="square"><li style="margin-left:-20px">FOREIGN (NON-U.S.) RISK: The Strategy's investments in Underlying Portfolios that invest 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.</li></ul> <ul type="square"><li style="margin-left:-20px">CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect the value of the Strategy's investments or reduce its returns.</li></ul> <ul type="square"><li style="margin-left:-20px">CAPITALIZATION RISK: Investments in small- and mid-capitalization companies by the Underlying Portfolios 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.</li></ul> <ul type="square"><li style="margin-left:-20px">ALLOCATION RISK: The allocation of investments among the Underlying Portfolios' different investment styles, such as equity or debt, growth or value, or U.S. or non-U.S. securities, may have a more significant effect on the Strategy's net asset value when one of these investments is performing more poorly than another.</li></ul> <ul type="square"><li style="margin-left:-20px">DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and may be subject to counterparty risk to a greater degree than more traditional investments.</li></ul> As with all investments, you may lose money by investing in the Strategy. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing: <ul type="square"><li style="margin-left:-20px">how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul> <ul type="square"><li style="margin-left:-20px">how the Strategy's average annual returns for one and five years and over the life of the Strategy compare to those of a broad-based securities market index.</li></ul> You may obtain updated performance information on the Strategy's website at www.AllianceBernstein.com (click on "Individuals--U.S." then "Products & Performance").<br/><br/>The Strategy's past performance before and after taxes, 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 Strategy by showing:<ul type="square"><li style="margin-left:-20px">how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul><ul type="square"><li style="margin-left:-20px">how the Strategy's average annual returns for one and five years and over the life of the Strategy compare to those of a broad-based securities market index.</li></ul>You may obtain updated performance information on the Strategy's website at www.AllianceBernstein.com (click on "Individuals--U.S." then "Products & Performance").<br/><br/>The Strategy's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. BAR CHART The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing:<ul type="square"><li style="margin-left:-20px">how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul><ul type="square"><li style="margin-left:-20px">how the Strategy's average annual returns for one and five years and over the life of the Strategy compare to those of a broad-based securities market index.</li></ul> The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. Through September 30, 2012, the year-to-date unannualized return for Class A shares was 9.05%. Calendar Year End (%)<br/><br/>During the period shown in the bar chart, the Strategy's:<br/><br/>BEST QUARTER WAS UP 16.14%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN -16.80%, 4TH QUARTER, 2008. PERFORMANCE TABLE<br/>AVERAGE ANNUAL TOTAL RETURNS<br/><br/>(For the periods ended December 31, 2011) www.AllianceBernstein.com The Strategy's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. BAR CHART <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinWealthAppreciationStrategy column period compact * ~</div> The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. Through September 30, 2012, the year-to-date unannualized return for Class A shares was 5.73%. <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleNoRedemptionAllianceBernsteinWealthAppreciationStrategy column period compact * ~</div> 0.34 The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. 100000 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinWealthAppreciationStrategyBarChart column period compact * ~</div> As with all investments, you may lose money by investing in the Strategy. The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing: <ul type="square"><li style="margin-left:-20px">how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul> <ul type="square"><li style="margin-left:-20px">how the Strategy's average annual returns for one and five years and over the life of the Strategy compare to those of a broad-based securities market index.</li></ul> www.AllianceBernstein.com The Strategy's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. Calendar Year End (%)<br/><br/>During the period shown in the bar chart, the Strategy's:<br/><br/>BEST QUARTER WAS UP 9.90%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN -9.60%, 4TH QUARTER, 2008. The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. PERFORMANCE TABLE<br/>AVERAGE ANNUAL TOTAL RETURNS<br/><br/>(For the periods ended December 31, 2011) Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinWealthAppreciationStrategy column period compact * ~</div> Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; year-to-date 2012-09-30 0.0573 BEST QUARTER 2009-09-30 0.099 WORST QUARTER 2008-12-31 -0.096 ALLIANCEBERNSTEIN TAX-MANAGED BALANCED WEALTH STRATEGY INVESTMENT OBJECTIVE year-to-date The Strategy's investment objective is to achieve the highest total return consistent with the Adviser's determination of reasonable risk. This table describes the fees and expenses that you may pay if you buy and hold shares of the Strategy. You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. More information about these and other discounts is available from your financial intermediary and in Investing in the Strategies--Sales Charge Reduction Programs for Class A Shares on page 50 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 99 of the Strategy's SAI. FEES AND EXPENSES OF THE STRATEGY SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL STRATEGY OPERATING EXPENSES (expenses that you pay each year as a <br/>percentage of the value of your investment) 2012-09-30 PORTFOLIO TURNOVER 0.0905 BEST QUARTER The Strategy 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 Strategy shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Strategy Operating Expenses or in the Examples, affect the Strategy's performance. During the most recent fiscal year, the Strategy's portfolio turnover rate was 55% of the average value of its portfolio. 2009-09-30 0.1614 WORST QUARTER 2008-12-31 EXAMPLES -0.168 The Examples are intended to help you compare the cost of investing in the Strategy with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Strategy for the time periods indicated and then redeem all of your shares at the end of these periods. The Examples also assume that your investment has a 5% return each year and that the Strategy'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 Strategy invests in a portfolio of equity and debt securities that is designed as a solution for investors who seek a moderate tilt toward tax-efficient equity returns but also want the risk diversification offered by tax-exempt debt securities and the broad diversification of their equity risk across styles, capitalization ranges and geographic regions. In managing the Strategy, the Adviser efficiently diversifies between the debt and equity components to produce the desired risk/return profile of the Strategy. The Strategy targets a weighting of 50% equities and 50% tax-exempt debt securities with a goal of providing moderate upside potential without excessive volatility.<br/><br/> Within the Strategy's equity component, the targeted blend is an equal weighting of growth and value style stocks (50% each), with approximately 60% of each equity style invested in U.S. companies and the remaining 40% in non-U.S. companies. The Adviser will allow the relative weightings of the Strategy's debt and equity components, the equity component's growth and value and U.S. and non-U.S. companies weightings to vary in response to market conditions, but ordinarily only by (+/-) 5% of the portfolio. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to (+/-) 10% of the portfolio.<br/><br/> The Strategy invests approximately 15% of its assets in the Volatility Management Portfolio (the "Portfolio"), which is managed by the Adviser. The Portfolio is designed to reduce the overall effect of equity market volatility on the Strategy's portfolio and the effects of adverse market conditions on its performance. The Portfolio will normally be considered to be part of the Strategy's equity asset allocation. Under normal market conditions, the Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Portfolio's equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy's investments in equity securities.<br/><br/> The Strategy intends to meet the tax requirement for passing municipal bond interest through to Strategy shareholders as tax exempt interest dividends (currently requires that at least 50% of the Strategy's assets be invested in tax-exempt debt securities). In the event that the Internal Revenue Code (the "Code") or the related rules, regulations and interpretations of the Internal Revenue Service should, in the future, change so as to permit the Strategy to pass through tax-exempt dividends when the Strategy invests less than 50% of its assets in tax-exempt debt securities, the targeted blend for the Strategy will become 60% equity securities and 40% debt securities.<br/><br/> The Adviser selects growth and value equity securities by drawing from a variety of its fundamental growth and value investment disciplines to produce a blended equity component. Within each equity investment discipline, the Adviser is able to draw on the resources and expertise of multiple growth and value equity investment teams, specializing in different capitalization ranges and geographic regions (U.S. and non-U.S.), which are supported by equity research analysts specializing in growth research, and equity research analysts specializing in value research.<br/><br/> Each growth investment team selects stocks using a process that seeks to identify companies with strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. This discipline relies heavily upon the fundamental analysis and research of the Adviser's large internal growth research staff, which follows over 1,500 U.S. and non-U.S. companies. The Adviser's growth analysts prepare their own earnings estimates and financial models for each company followed. Research emphasis is placed on identifying companies whose substantially above-average prospective earnings growth is not fully reflected in current market valuations. Each growth investment team constructs a portfolio that emphasizes equity securities of a limited number of carefully selected, high-quality companies that are judged likely to achieve superior earnings growth.<br/><br/> Each value investment team seeks to identify companies whose long-term earnings power and dividend-paying capability are not reflected in the current market price of their securities. This fundamental value discipline relies heavily upon Bernstein's large internal value research staff, which follows over 1,500 U.S. and non-U.S. companies.<br/><br/> Teams within the value research staff cover a given industry worldwide to better understand each company's competitive position in a global context. Bernstein's staff of company and industry analysts prepares its own earnings estimates and financial models for each company analyzed. Bernstein identifies and quantifies the critical variables that control a business's performance and analyzes the results in order to forecast each company's long-term prospects and expected returns. Through application of this value investment process, each value investment team constructs a portfolio that emphasizes equity securities of a limited number of value companies.<br/><br/> In selecting tax-exempt fixed-income investments for the Strategy, the Adviser may draw on the capabilities of separate investment teams that specialize in different areas that are generally defined by the maturity of the debt securities and/or their ratings, which may include subspecialties. These fixed-income teams draw on the resources and expertise of the Adviser's large internal fixed-income research staff, which includes fixed-income research analysts and economists. The Strategy's fixed-income securities will primarily be investment grade debt securities, but may also include lower-rated securities ("junk bonds"). The Strategy will not invest more than 25% of its total assets in securities rated at the time of purchase below investment grade.<br/><br/> With the goal of protecting against inflation risk, the Strategy may (i) allocate approximately 10% of the Strategy's portfolio from traditional municipal bonds to inflation-protected securities, including inflation-protected municipal securities, (ii) enter into inflation (CPI) swap agreements or other types of swap agreements that the Adviser believes offer protection against inflation risk, with a combined notional amount of approximately 10% of the Strategy's assets, or (iii) use a combination of the foregoing so that approximately 10% of the Strategy's assets are "inflation-protected".<br/><br/> The Strategy also may enter into forward commitments, make short sales of securities or maintain a short position, invest in rights and warrants, and invest up to 10% of its total assets in the securities of companies in emerging markets.<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 all or a portion of its currency risk, the Strategy 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. The Strategy may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. PRINCIPAL RISKS: <ul type="square"><li style="margin-left:-20px">MARKET RISK: The value of the Strategy'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 or value, may be underperforming the stock market generally.</li></ul><ul type="square"><li style="margin-left:-20px">INTEREST RATE RISK: Changes in interest rates will affect the value of the Strategy's 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.</li></ul><ul type="square"><li style="margin-left:-20px"> 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.</li></ul><ul type="square"><li style="margin-left:-20px">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. Their securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.</li></ul><ul type="square"><li style="margin-left:-20px">FOREIGN (NON-U.S.) RISK: The Strategy's 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. These risks may be heightened if the Strategy invests in securities of emerging market countries.</li></ul><ul type="square"><li style="margin-left:-20px"> CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect the value of the Strategy's investments or reduce its returns.</li></ul><ul type="square"><li style="margin-left:-20px">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.</li></ul><ul type="square"><li style="margin-left:-20px">MUNICIPAL MARKET RISK: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Strategy's investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. Recent adverse economic conditions have not affected the Strategy's investments or performance. To the extent that the Strategy invests more of its assets in a particular state's municipal securities, the Strategy may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Strategy's investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project's ability to make payments of principal and interest on these securities.</li></ul><ul type="square"><li style="margin-left:-20px">DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy and may be subject to counterparty risk to a greater degree than more traditional investments.</li></ul><ul type="square"><li style="margin-left:-20px">ALLOCATION RISK: The allocation of investments among different investment styles, such as equity or debt, growth or value, or U.S. or non-U.S. securities, may have a more significant effect on the Strategy's net asset value when one of these investments is performing more poorly than another. </li></ul>As with all investments, you may lose money by investing in the Strategy. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing::<ul type="square"><li style="margin-left:-20px">how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul> <ul type="square"><li style="margin-left:-20px">how the Strategy's average annual returns for one, five and ten years compare to those of a broad-based securities market index.</li></ul> You may obtain updated performance information on the Strategy's website at www.AllianceBernstein.com (click on "Individuals--U.S." then "Products & Performance").<br/><br/> The Strategy's past performance before and after taxes, 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 Strategy's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. Through September 30, 2012, the year-to-date unannualized return for Class A shares was 6.55%. Calendar Year End (%)<br/><br/>During the period shown in the bar chart, the Strategy's:<br/><br/> BEST QUARTER WAS UP 11.15%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN <br/>-9.23%, 3RD QUARTER, 2002. PERFORMANCE TABLE<br/> AVERAGE ANNUAL TOTAL RETURNS<br/><br/> (For the periods ended December 31, 2011) 0.0425 0 0 0 (NOT CURRENTLY OFFERED TO NEW INVESTORS) 0 0.04 0.01 0 0.0065 0.0065 0.0065 0 0.0065 0 0 0 0.003 0.01 0.01 0 0.0007 0.0003 0.0004 0.0003 0.001 0.001 0.001 0.001 0.0013 0.0017 0.0014 0.0013 0.0425 0 0 0 0 0.0108 0 0 0.0182 0.0179 0.0078 0.01 0.04 0.01 0 0 0 0 0 0 0 0 0 0 0 0.0425 0 0 0 0 0.04 0.01 0 0 0 0 0 0.0055 0.0055 0.0055 0.0055 0.003 0.01 0.01 0 0.0009 0.0011 0.001 0.0009 0.0025 0.0025 0.0025 0.0026 0.0034 0.0036 0.0035 0.0035 0.0191 0.0119 0.0425 0.019 0 0.009 0 0 0 0 0 (NOT CURRENTLY OFFERED TO NEW INVESTORS) 0.01 0.04 0.01 0 0 0 0 530 585 282 80 0 0 0 0 0 0 0 754 773 563 249 995 985 970 433 1686 1943 2105 966 (NOT CURRENTLY OFFERED TO NEW INVESTORS) (NOT CURRENTLY OFFERED TO NEW INVESTORS) 541 594 293 92 787 800 597 287 1032 1052 1026 498 1807 2045 2222 1108 185 182 573 563 985 970 1943 2105 0.0055 0.0055 0.0055 0.0055 0.0055 0.0055 0.0055 0.0425 0 0 0 0.003 194 0.01 193 0.01 0 0 0.04 0.005 0.01 0 0.0025 0 600 597 1032 1026 2045 0 2222 0 0 0 0.0055 0.0055 0.0055 0.0055 0.0011 0.0055 0.0013 0.0012 0.0055 0.0011 0.0026 0.0055 0.0019 0.0012 0.003 0.01 0.01 0 0.005 0.0025 -0.1339 0 0.1751 0.0665 0.0635 0.0838 0.0489 -0.205 0.1767 0.059 -0.0046 0.0004 0.0004 0.0003 0.0004 0.0004 0.0003 0.0003 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleShareholderFeesAllianceBernsteinTax-ManagedWealthAppreciationStrategy column period compact * ~</div> 0.1203 0.1194 0.0015 0.0017 0.0015 0.142 0.0015 0.003 0.0022 0.0641 0.0015 -0.4264 0.2908 -0.0471 -0.0482 0.0948 -0.0252 -0.0522 -0.022 0.0691 -0.0843 0.0211 0.0481 -0.0024 0.0009 0.0012 0.001 0.0009 0.0026 0.0017 0.001 -0.002 -0.0001 -0.0031 -0.0007 -0.0005 0.0008 0.0008 0.0096 0.0008 0.0008 0.0008 -0.0025 0.0008 0.0008 0.0566 0.0314 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinTax-ManagedWealthAppreciationStrategy column period compact * ~</div> 0.0017 0.002 0.0018 0.0017 0.0034 0.0025 0.0018 0.0217 0.0204 0.0195 0.0202 0.0188 0.0291 0.0487 0.0292 0.0426 0.0003 0.0003 0.0003 0.0003 0.0003 0.0003 -0.125 0.0003 -0.0778 -0.1276 -0.0823 -0.0994 0.0211 -0.0446 -0.1371 0.0003 0.0003 0.0003 0.0003 0.0003 0.0003 0.0003 0.0103 0.0175 0.0173 0.0073 -0.0567 -0.0452 -0.0532 0.0138 -0.053 -0.0436 0.0105 -0.0025 -0.0292 0.0073 -0.0121 0.0105 0.0178 0.0176 0.0075 0.0142 0.0108 0.0076 0.0192 0.0173 0.0167 0.0173 0.0173 0.0274 0.0461 0.0754 0.0588 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2003-09-02 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinTaxManagedWealthAppreciationStrategy column period compact * ~</div> 2003-09-02 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleNoRedemptionAllianceBernsteinTaxManagedWealthAppreciationStrategy column period compact * ~</div> 0.0055 0.0055 0.0055 0.0055 0.003 0.01 0.01 0 0.0009 0.0013 0.0009 0.0009 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinTax-ManagedWealthAppreciationStrategyBarChart column period compact * ~</div> 0.0053 0.0052 0.0053 0.0053 0.0062 0.0065 0.0062 0.0062 0.0147 0.022 0.0217 0.0117 -0.0027 -0.003 -0.0027 -0.0027 0.012 0.019 0.019 0.009 2003-09-02 -0.1232 -0.0543 100000 You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. 0.55 You would pay the following expenses if you did not redeem your shares at the <br/>end of the period: As with all investments, you may lose money by investing in the Strategy. <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinTax-ManagedWealthAppreciationStrategy column period compact * ~</div> The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing::<ul type="square"><li style="margin-left:-20px">how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul> <ul type="square"><li style="margin-left:-20px">how the Strategy's average annual returns for one, five and ten years compare to those of a broad-based securities market index.</li></ul> www.AllianceBernstein.com The Strategy's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; year-to-date 2012-09-30 0.0655 BEST QUARTER 2009-09-30 0.1115 WORST QUARTER 2002-09-30 528 581 -0.0923 279 77 145 526 542 110 578 593 78 276 293 75 92 140 107 75 845 859 653 345 760 554 240 449 343 739 243 751 545 745 233 437 334 233 1169 1152 1140 618 980 964 ALLIANCEBERNSTEIN TAX-MANAGED WEALTH APPRECIATION STRATEGY 954 417 776 595 INVESTMENT OBJECTIVE 422 The Strategy's investment objective is long-term growth of capital. 2086 2325 FEES AND EXPENSES OF THE STRATEGY 2482 1396 This table describes the fees and expenses that you may pay if you buy and hold shares of the Strategy. You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. More information about these and other discounts is available from your financial intermediary and in Investing in the Strategies--Sales Charge Reduction Programs for Class A Shares on page 50 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 99 of the Strategy's SAI. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL STRATEGY OPERATING EXPENSES (expenses that you pay each year as a <br/>percentage of the value of your investment) 1653 1902 2073 EXAMPLES 930 1702 1317 The Examples are intended to help you compare the cost of investing in the Strategy with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Strategy for the time periods indicated and then redeem all of your shares at the end of these periods. The Examples also assume that your investment has a 5% return each year and that the Strategy's operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 942 PORTFOLIO TURNOVER The Strategy 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 Strategy shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Strategy Operating Expenses or in the Examples, affect the Strategy's performance. During the most recent fiscal year, the Strategy's portfolio turnover rate was 93% of the average value of its portfolio. 969 949 You would pay the following expenses if you did not redeem your shares at the end of the period: 939 406 755 PRINCIPAL STRATEGIES: 579 406 The Strategy invests in a portfolio of equity securities that is designed as a solution for investors who seek tax-efficient equity returns but also want broad diversification of the related risks across styles, capitalization ranges and geographic regions. In managing the Strategy, the Adviser efficiently diversifies between growth and value equity investment styles, and between U.S. and non-U.S. markets. Normally, the Strategy targets an equal weighting of growth and value style stocks (50% each), with approximately 60% of each equity style invested in U.S. companies and the remaining 40% in non-U.S. companies. The Adviser will allow the relative weightings of the Strategy's growth and value components, and U.S. and non-U.S. companies, to change in response to market conditions, but ordinarily only by (+/-)5% of the portfolio. Beyond those ranges, the Adviser will rebalance the portfolio toward the targeted blends. However, under extraordinary circumstances, such as when the Adviser believes that market conditions favoring one investment style are compelling, the range may expand to (+/-)10% of the portfolio.<br/><br/> The Strategy invests approximately 20% of its assets in the Volatility Management Portfolio (the "Portfolio"), which is managed by the Adviser. The Portfolio is designed to reduce the overall effect of equity market volatility on the Strategy's portfolio and the effects of adverse market conditions on its performance. The Portfolio will normally be considered to be part of the Strategy's equity asset allocation. Under normal market conditions, the Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Portfolio's equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy's investments in equity securities.<br/><br/> The Adviser selects growth and value equity securities by drawing from a variety of its fundamental growth and value investment disciplines to produce a blended portfolio. Within each investment discipline, the Adviser is able to draw on the resources and expertise of multiple growth and value equity investment teams, specializing in different capitalization ranges and geographic regions (U.S. and non-U.S.), which are supported by equity research analysts specializing in growth research, and equity research analysts specializing in value research.<br/><br/> Each growth investment team selects stocks using a process that seeks to identify companies with strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. This discipline relies heavily upon the fundamental analysis and research of the Adviser's large internal growth research staff, which follows over 1,500 U.S. and non-U.S. companies. The Adviser's growth analysts prepare their own earnings estimates and financial models for each company followed. Research emphasis is placed on identifying companies whose substantially above-average prospective earnings growth is not fully reflected in current market valuations. Each growth investment team constructs a portfolio that emphasizes equity securities of a limited number of carefully selected, high-quality companies that are judged likely to achieve superior earnings growth.<br/><br/> Each value investment team seeks to identify companies whose long-term earnings power and dividend-paying capability are not reflected in the current market price of their securities. This fundamental value discipline relies heavily upon Bernstein's large internal value research staff, which follows over 1,500 U.S. and non-U.S. companies. Teams within the value research staff cover a given industry worldwide to better understand each company's competitive position in a global context. Bernstein's staff of company and industry analysts prepares its own earnings estimates and financial models for each company analyzed. Bernstein identifies and quantifies the critical variables that control a business's performance and analyzes the results in order to forecast each company's long-term prospects and expected returns. Through application of this value investment process, each value investment team constructs a portfolio that emphasizes equity securities of a limited number of value companies. <br/><br/>The Strategy also may enter into forward commitments, make short sales of securities or maintain a short position, invest in rights or warrants, and may invest in the securities of companies in emerging markets.<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 all or a portion of its currency risk, the Strategy 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. The Strategy may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. PRINCIPAL RISKS: <ul type="square"><li style="margin-left:-20px">MARKET RISK: The value of the Strategy'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 or value, may be underperforming the stock market generally.</li></ul> <ul type="square"><li style="margin-left:-20px"> FOREIGN (NON-U.S.) RISK: The Strategy's 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. These risks may be heightened if the Strategy invests in securities of emerging market countries.</li></ul> <ul type="square"><li style="margin-left:-20px"> CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect the value of the Strategy's investments or reduce its returns.</li></ul> <ul type="square"><li style="margin-left:-20px"> 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. </li></ul> <ul type="square"><li style="margin-left:-20px">ALLOCATION RISK: The allocation of investments among different investment styles, such as equity or debt, growth or value, or U.S. or non-U.S. securities, may have a more significant effect on the Strategy's net asset value when one of these investments is performing more poorly than another. </li></ul> <ul type="square"><li style="margin-left:-20px">DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and may be subject to counterparty risk to a greater degree than more traditional investments.</li></ul> As with all investments, you may lose money by investing in the Strategy. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing: <ul type="square"><li style="margin-left:-20px">how the Strategy's performance changed from year to year over the life of the Strategy; and </li></ul><ul type="square"><li style="margin-left:-20px"> how the Strategy's average annual returns for one and five years and over the life of the Strategy compare to those of a broad-based securities market index. </li></ul>You may obtain updated performance information on the Strategy's website at www.AllianceBernstein.com (click on "Individuals--U.S." then "Products & Performance").<br/><br/> The Strategy's past performance before and after taxes, 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 Strategy's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. Through September 30, 2012, the year-to-date unannualized return for Class A shares was 10.64%. Calendar Year End (%)<br/><br/>During the period shown in the bar chart, the Strategy's:<br/><br/> BEST QUARTER WAS UP 18.95%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN -21.68%, 4TH QUARTER, 2008. PERFORMANCE TABLE <br/>AVERAGE ANNUAL TOTAL RETURNS<br/><br/> (For the periods ended December 31, 2011) 1631 1872 2041 906 0.93 1657 1283 906 You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. 100000 As with all investments, you may lose money by investing in the Strategy. The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing: <ul type="square"><li style="margin-left:-20px">how the Strategy's performance changed from year to year over the life of the Strategy; and </li></ul><ul type="square"><li style="margin-left:-20px"> how the Strategy's average annual returns for one and five years and over the life of the Strategy compare to those of a broad-based securities market index. </li></ul> www.AllianceBernstein.com The Strategy's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. 193 193 Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleShareholderFeesAllianceBernsteinTax-ManagedBalancedWealthStrategy column period compact * ~</div> Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; 659 653 year-to-date 2012-09-30 1152 1140 0.1064 BEST QUARTER 2009-09-30 0.1895 WORST QUARTER 181 179 2008-12-31 -0.2168 560 554 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinTax-ManagedBalancedWealthStrategy column period compact * ~</div> 964 954 1902 2073 2325 2482 0.0806 0.0433 0.0958 0.047 -0.1929 0.1906 0.0859 -0.0005 178 176 551 545 949 939 1872 2041 0.0022 0.0872 0.0412 0.0415 0.0593 0.0461 -0.1357 0.1357 0.0375 0.0024 The Strategy seeks to achieve its objective by investing in a combination of Underlying Portfolios representing a variety of asset classes and investment styles that are also managed by the Adviser. By allocating its assets among the Underlying Portfolios, the Strategy creates a portfolio that is designed as a solution for investors who seek some opportunities for equity returns without regard to taxes if the related risks are broadly diversified and overall portfolio volatility reflects a preponderance of debt securities. Through investments in the Underlying Portfolios, the Adviser efficiently diversifies between debt and equity components to produce the desired risk/return profile of the Strategy. The Strategy targets a weighting of approximately 35% in Underlying Portfolios that invest primarily in equity securities and approximately 65% in Underlying Portfolios that invest primarily in debt securities with a goal of providing reduced volatility and modest upside potential. The Strategy's investment in the Multi-Asset Real Return Underlying Portfolio is treated as 100% equity for the purpose of these allocations.<br/><br/>The following table shows the target percentages of its net assets that the Strategy will invest in each of the Underlying Portfolios indicated as of the date of this Prospectus. The Adviser will allow the relative weightings of the Strategy's investments in equity and debt, growth and value, and in U.S. and non-U.S. company Underlying Portfolios to vary in response to market conditions, but ordinarily only by (+/-)5% of the Strategy's net assets. Beyond those ranges, the Adviser will rebalance the Strategy toward the targeted blends. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to (+/-)10% of the Strategy's net assets. The Strategy's targeted percentages may change from time to time without notice to shareholders based on the Adviser's assessment of market conditions.<br/><br/>ASSET CLASS                                UNDERLYING PORTFOLIO                                 TARGETED BLEND<br />------------------------------------------------------------------------------------------------------------------------<br />STOCK                                             U.S. Large Cap Growth                                                       5.50%<br />                                                         -----------------------------------------------------------------------------<br />                                                         U.S. Value                                                                           5.50%<br />                                                         -----------------------------------------------------------------------------<br />                                                         U.S. Small/Mid-Cap Growth                                                 0.75%<br />                                                         -----------------------------------------------------------------------------<br />                                                         U.S. Small/Mid-Cap Value                                                    0.75%<br />                                                         -----------------------------------------------------------------------------<br />                                                         International Growth                                                           4.25%<br />                                                         -----------------------------------------------------------------------------<br />                                                         International Value                                                              4.25%<br />                                                         -----------------------------------------------------------------------------<br />                                                         Volatility Management                                                       12.50%<br />------------------------------------------------------------------------------------------------------------------------<br />REAL RETURN                                  Multi-Asset Real Return                                                      1.50%<br />------------------------------------------------------------------------------------------------------------------------<br />BOND                                                Bond Inflation Protection                                                   10.00%<br />                                                         ------------------------------------------------------------------------------<br />                                                         Global Core Bond                                                               27.50%<br />-------------------------------------------------------------------------------------------------------------------------<br />SHORT DURATION BOND                Short Duration                                                                    27.50%<br />-------------------------------------------------------------------------------------------------------------------------<br/><br/>Within the Strategy's equity component, the targeted blend is an equal weighting of Underlying Portfolios that invest in growth and value style stocks (approximately 50% each), with approximately 60% of each equity style invested in Underlying Portfolios that invest in U.S. companies and the remaining 40% in Underlying Portfolios that invest in non-U.S. companies. The Strategy invests approximately 12% of its assets in the Volatility Management Underlying Portfolio, which is designed to reduce the overall effect of equity market volatility on the Strategy's portfolio and the effects of adverse market conditions on its performance. The Volatility Management Portfolio will normally be considered to be part of the Strategy's equity asset allocation. Under normal market conditions, this Underlying Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce this Underlying Portfolio's equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy's investments in equity securities.<br/><br/>The Adviser selects growth and value equity securities by drawing from a variety of its fundamental growth and value investment disciplines to produce a blended equity component. Within each equity investment discipline, the Adviser is able to draw on the resources and expertise of multiple growth and value equity investment teams, specializing in different capitalization ranges and geographic regions (U.S. and non-U.S.), which are supported equity research analysts specializing in growth research, and equity research analysts specializing in value research.<br/><br/>Each growth investment team selects stocks using a process that seeks to identify companies with strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. This discipline relies heavily upon the fundamental analysis and research of the Adviser's large internal growth research staff, which follows over 1,500 U.S. and non-U.S. companies. The Adviser's growth analysts prepare their own earnings estimates and financial models for each company followed. Research emphasis is placed on identifying companies whose substantially above-average prospective earnings growth is not fully reflected in current market valuations. Each growth investment team constructs a portfolio that emphasizes equity securities of a limited number of carefully selected, high-quality companies that are judged likely to achieve superior earnings growth.<br/><br/>Each value investment team seeks to identify companies whose long-term earnings power and dividend paying capability are not reflected in the current market price of their securities. This fundamental value discipline relies heavily upon Bernstein's large internal value research staff, which follows over 1,500 U.S. and non-U.S. companies. Teams within the value research staff cover a given industry worldwide to better understand each company's competitive position in a global context. Bernstein's staff of company and industry analysts prepares its own earnings estimates and financial models for each company analyzed. Bernstein identifies and quantifies the critical variables that control a business's performance and analyzes the results in order to forecast each company's long-term prospects and expected returns. Through application of this value investment process, each value investment team constructs a portfolio that emphasizes equity securities of a limited number of value companies.<br/><br/>In selecting fixed-income investments, the Adviser may draw on the capabilities of separate investment teams that specialize in different areas that are generally defined by the maturity of the debt securities and/or their ratings, which may include subspecialties (such as inflation-protected securities). These fixed-income teams draw on the resources and expertise of the Adviser's large internal fixed-income research staff, which includes fixed-income research analysts and economists. All fixed-income securities of the Short Duration Bond Underlying Portfolio and Global Core Bond Underlying Portfolio in which the Strategy invests will be of investment grade at the time of purchase. In the event that the rating of any security held by these Underlying Portfolios falls below investment grade, the Strategy will not be obligated to dispose of its investment in such Underlying Portfolio and may continue to hold such investment if, in the opinion of the Adviser, such investment is appropriate under the circumstances.<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 all or a portion of its currency risk, the Underlying Portfolios 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. The Underlying Portfolios may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. 0.1141 0.0773 0.1388 0.0513 -0.3231 0.3018 0.1196 -0.0361 -0.0402 -0.041 -0.0212 -0.0439 -0.0151 0.0056 0.0691 0.0211 0.0573 0.0044 0.0025 0.0056 0.0061 0.0061 0.0163 0.0566 -0.0025 0.0426 0.025 0.0221 0.0219 0.0236 0.0222 0.0325 0.0487 0.0292 0.0459 -0.0431 -0.0488 -0.0264 -0.047 -0.0175 0.0017 -0.0007 -0.0049 0.0022 0.0784 0.0211 0.0611 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinTaxManagedBalancedWealthStrategy column period compact * ~</div> 0.0089 -0.0005 0.0029 0.0104 0.0106 0.0207 0.0138 0.0175 0.0206 0.065 -0.0025 0.0452 0.0369 0.0279 0.027 0.0351 0.0349 0.0453 0.0389 0.0421 0.0453 0.0567 0.0461 0.0559 -0.0773 -0.0812 -0.0463 -0.0804 -0.0529 -0.0331 -0.0398 -0.0371 -0.0333 0.0211 0.0784 0.0439 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleNoRedemptionAllianceBernsteinTaxManagedBalancedWealthStrategy column period compact * ~</div> 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2004-02-17 2005-03-01 2005-03-01 2003-09-02 -0.0087 -0.0172 -0.0107 -0.0073 -0.0073 0.0029 -0.0036 -0.0005 0.0028 -0.0025 0.065 0.0249 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinTax-ManagedBalancedWealthStrategyBarChart column period compact * ~</div> 0.0409 0.033 0.032 0.039 0.0389 0.0495 0.0427 0.046 0.0494 0.0461 0.0567 0.0528 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2003-09-02 2004-02-17 2005-03-01 2005-03-01 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinTax-ManagedBalancedWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleShareholderFeesAllianceBernsteinConservativeWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinConservativeWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinConservativeWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleNoRedemptionAllianceBernsteinConservativeWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinConservativeWealthStrategyBarChart column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinConservativeWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleShareholderFeesAllianceBernsteinTax-ManagedConservativeWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleShareholderFeesAllianceBernsteinBalancedWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinBalancedWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinBalancedWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleNoRedemptionAllianceBernsteinBalancedWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinBalancedWealthStrategyBarChart column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinBalancedWealthStrategy column period compact * ~</div> ALLIANCEBERNSTEIN TAX-MANAGED CONSERVATIVE WEALTH STRATEGY INVESTMENT OBJECTIVE The Strategy's investment objective is to achieve a high total return without, in the opinion of the Adviser, undue risk to principal. FEES AND EXPENSES OF THE STRATEGY This table describes the fees and expenses that you may pay if you buy and hold shares of the Strategy. You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. More information about these and other discounts is available from your financial intermediary and in Investing in the Strategies--Sales Charge Reduction Programs for Class A Shares on page 50 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 99 of the Strategy's SAI. SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL STRATEGY OPERATING EXPENSES (expenses that you pay each year as a<br/> percentage of the value of your investment) PORTFOLIO TURNOVER The Strategy pays transactions 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 Strategy shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Strategy Operating Expenses or in the Examples, affect the Strategy's performance. During the most recent fiscal year, the Strategy's portfolio turnover rate was 51% of the average value of its portfolio. EXAMPLES The Examples are intended to help you compare the cost of investing in the Strategy with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Strategy for the time periods indicated and then redeem all of your shares at the end of these periods. The Examples also assume that your investment has a 5% return each year, that the Strategy's operating expenses stay the same and that the fee waiver is in effect only for the first year. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES The Strategy invests in a portfolio of equity and debt securities that is designed as a solution for investors who seek some opportunity for tax-efficient equity returns if the related risks are broadly diversified and overall portfolio volatility reflects a preponderance of debt securities. The Strategy targets a weighting of 30% equity securities and 70% tax-exempt debt securities with a goal of providing reduced volatility and modest upside potential. In managing the Strategy, the Adviser efficiently diversifies between the debt and equity components to produce the desired risk/return profile of the Strategy. Within the equity component, the Strategy's targeted blend is an equal weighting of growth and value style stocks (50% each), with approximately 60% of each equity style invested in U.S. companies and the remaining 40% in non-U.S. companies. The Adviser will allow the relative weightings of the Strategy's debt and equity components, the equity component's growth and value weightings and U.S. and non-U.S. companies (and the equity subcomponents defined by capitalization ranges) to change in response to market conditions, but ordinarily only by (+/-)5% of the portfolio. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to (+/-)10% of the portfolio.<br/><br/> The Strategy invests approximately 10% of its assets in the Volatility Management Portfolio (the "Portfolio"), which is managed by the Adviser. The Portfolio is designed to reduce the overall effect of equity market volatility on the Strategy's portfolio and the effects of adverse market conditions on its performance. The Portfolio will normally be considered to be part of the Strategy's equity asset allocation. Under normal market conditions, the Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Portfolio's equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy's investments in equity securities.<br/><br/> The Adviser selects growth and value equity securities by drawing from a variety of its fundamental growth and value investment disciplines to produce a blended equity component. Within each equity investment discipline, the Adviser is able to draw on the resources and expertise of multiple growth and value equity investment teams, specializing in different capitalization ranges and geographic regions (U.S. and non-U.S.), which are supported by equity research analysts specializing in growth research, and equity research analysts specializing in value research.<br/><br/> Each growth investment team selects stocks using a process that seeks to identify companies with strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. This discipline relies heavily upon the fundamental analysis and research of the Adviser's large internal growth research staff, which follows over 1,500 U.S. and non-U.S. companies. The Adviser's growth analysts prepare their own earnings estimates and financial models for each company followed. Research emphasis is placed on identifying companies whose substantially above-average prospective earnings growth is not fully reflected in current market valuations. Each growth investment team constructs a portfolio that emphasizes equity securities of a limited number of carefully selected, high-quality companies that are judged likely to achieve superior earnings growth.<br/><br/> Each value investment team seeks to identify companies whose long-term earnings power and dividend-paying capability are not reflected in the current market price of their securities. This fundamental value discipline relies heavily upon Bernstein's large internal value research staff, which follows over 1,500 U.S. and non-U.S. companies. Teams within the value research staff cover a given industry worldwide to better understand each company's competitive position in a global context. Bernstein's staff of company and industry analysts prepares its own earnings estimates and financial models for each company analyzed. Bernstein identifies and quantifies the critical variables that control a business's performance and analyzes the results in order to forecast each company's long-term prospects and expected returns. Through application of this value investment process, each value investment team constructs a portfolio that emphasizes equity securities of a limited number of value companies.<br/><br/> In selecting tax-exempt fixed-income investments for the Strategy, the Adviser may draw on the capabilities of separate investment teams that specialize in different areas that are generally defined by the maturity of the debt securities and/or their ratings and that may include subspecialties. In selecting debt securities for the Strategy, these fixed-income teams draw on the resources and expertise of the Adviser's large internal fixed-income research staff, which includes fixed-income research analysts and economists. All fixed-income securities held by the Strategy will be of investment grade at the time of purchase. In the event that the rating of any security held by the Strategy falls below investment grade, the Strategy will not be obligated to dispose of such security and may continue to hold the obligation if, in the opinion of the Adviser, such investment is appropriate under the circumstances.<br/><br/> With the goal of protecting against inflation risk, the Strategy may (i) allocate approximately 10% of the Strategy's portfolio from traditional municipal bonds to inflation-protected securities, including inflation-protected municipal securities, (ii) enter into inflation (CPI) swap agreements or other types of swap agreements that the Adviser believes offer protection against inflation risk, with a combined notional amount of approximately 10% of the Strategy's assets, or (iii) use a combination of the foregoing so that approximately 10% of the Strategy's assets are "inflation-protected".<br/><br/> The Strategy also may enter into forward commitments, make short sales of securities or maintain a short position, invest in rights or warrants, and invest up to 10% of its total assets in the securities of companies in emerging markets.<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 all or a portion of its currency risk, the Strategy 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. The Strategy may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. PRINCIPAL RISKS: <ul type="square"><li style="margin-left:-20px">MARKET RISK: The value of the Strategy'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 or value, may be underperforming the stock market generally.</li></ul> <ul type="square"><li style="margin-left:-20px">INTEREST RATE RISK: Changes in interest rates will affect the value of the Strategy's 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. Investments in fixed-income securities with lower credit ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.</li></ul> <ul type="square"><li style="margin-left:-20px">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.</li></ul> <ul type="square"><li style="margin-left:-20px">FOREIGN (NON-U.S.) RISK: The Strategy's 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. These risks may be heightened if the Strategy invests in securities of emerging market countries.</li></ul> <ul type="square"><li style="margin-left:-20px">CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect the value of the Strategy's investments or reduce its returns.</li></ul> <ul type="square"><li style="margin-left:-20px">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.</li></ul> <ul type="square"><li style="margin-left:-20px">MUNICIPAL MARKET RISK: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Strategy's investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. Recent adverse economic conditions have not affected the Strategy's investments or performance. To the extent that the Strategy invests more of its assets in a particular state's municipal securities, the Strategy may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Strategy's investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project's ability to make payments of principal and interest on these securities.</li></ul> <ul type="square"><li style="margin-left:-20px">DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy and may be subject to counterparty risk to a greater degree than more traditional investments.</li></ul> <ul type="square"><li style="margin-left:-20px">ALLOCATION RISK: The allocation of investments among different investment styles, such as equity or debt, growth or value, or U.S. or non-U.S. securities, may have a more significant effect on the Strategy's net asset value when one of these investments is performing more poorly than another.</li></ul> As with all investments, you may lose money by investing in the Strategy. BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing: <ul type="square"><li style="margin-left:-20px"> how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul> <ul type="square"><li style="margin-left:-20px"> how the Strategy's average annual returns for one, five and ten years compare to those of a broad-based securities market index.</li></ul> You may obtain updated performance information on the Strategy's website at www.AllianceBernstein.com (click on "Individuals--U.S." then "Products & Performance").<br/><br/> The Strategy's past performance before and after taxes, 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 Strategy's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. Through September 30, 2012, the year-to-date unannualized return for Class A shares was 4.56%. Calendar Year End (%)<br/><br/>During the period shown in the bar chart, the Strategy's:<br/><br/> BEST QUARTER WAS UP 7.48%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN<br/> -5.94%, 4TH QUARTER, 2008. PERFORMANCE TABLE<br/> AVERAGE ANNUAL TOTAL RETURNS<br/><br/> (For the periods ended December 31, 2011) 2003-09-02 Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. December 31, 2012 0.51 You may qualify for sales charge reductions if you and members of your family invest, or agree to invest in the future, at least $100,000 in AllianceBernstein Mutual Funds. 100000 As with all investments, you may lose money by investing in the Strategy. The bar chart and performance information provide an indication of the historical risk of an investment in the Strategy by showing: <ul type="square"><li style="margin-left:-20px"> how the Strategy's performance changed from year to year over the life of the Strategy; and</li></ul> <ul type="square"><li style="margin-left:-20px"> how the Strategy's average annual returns for one, five and ten years compare to those of a broad-based securities market index.</li></ul> www.AllianceBernstein.com The Strategy's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. year-to-date 2012-09-30 0.0456 BEST QUARTER 2009-09-30 0.0748 WORST QUARTER 2008-12-31 -0.0594 Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; (NOT CURRENTLY OFFERED TO NEW INVESTORS) <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinTax-ManagedConservativeWealthStrategy column period compact * ~</div> You would pay the following expenses if you did not redeem your shares at the<br/> end of the period: <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinTaxManagedConservativeWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleNoRedemptionAllianceBernsteinTaxManagedConservativeWealthStrategy column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinTax-ManagedConservativeWealthStrategyBarChart column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinTax-ManagedConservativeWealthStrategy column period compact * ~</div> The annual returns in the bar chart are for the Strategy's Class A shares and do not reflect sales loads. 0 0.04 0.01 0 0 0 0 Inception Date for Class A, B, C and Advisor Class shares: 9/2/03, for Class R shares: 2/17/04, for Class K and Class I shares: 3/1/05. Performance information for periods prior to the inception of Class R, Class K and Class I shares is the performance of the Strategy's Class A shares adjusted to reflect the higher expense ratio of Class R shares and the lower expense ratio of Class K and Class I shares, respectively. After-tax returns: -Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; -Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. The information in the 60% S&P 500 Index/40% MSCI ACWI ex US Index shows how the Strategy's performance compares with the returns of an index of securities similar to those in which the Strategy invests. The information in the 65% Barclays Capital U.S. Aggregate Bond Index/35% S&P 500 Index shows how the Strategy's performance compares with the returns of an index of securities similar to those in which the Strategy invests. Purchases of Class A shares in amounts of $1,000,000 or more, or by certain group retirement plans, may be subject to a 1%, 1-year contingent deferred sales charge, or CDSC, which may be subject to waiver in certain circumstances. Class B shares automatically convert to Class A shares after eight years. The CDSC decreases over time. For Class B shares the CDSC decreases 1.00% annually to 0% after the fourth year. For Class C shares the CDSC is 0% after the first year. Purchases of Class A shares in amounts of $1,000,000 or more may be subject to a 1%, 1-year CDSC, which may be subject to waiver in certain circumstances. Class B shares automatically convert to Class A shares after eight years. The CDSC decreases over time. For Class B shares the CDSC decreases 1.00% annually to 0% after the fourth year. For Class C shares the CDSC is 0% after the first year. Purchases of Class A shares in amounts of $1,000,000 or more, or by certain group retirement plans, may be subject to a 1%, 1-year CDSC which may be subject to waiver in certain circumstances. Purchases of Class A shares in amounts of $1,000,000 or more may be subject to a 1%, 1-year CDSC, which may be subject to waiver in certain circumstances. Class B shares automatically convert to Class A shares after eight years. The CDSC decreases over time. For Class B shares the CDSC decreases 1.00% annually to 0% after the fourth year. For Class C shares the CDSC is 0% after the first year. Inception date for Advisor Class shares: 9/2/03. Performance information for periods prior to the inception of Advisor Class shares is the performance of the Strategy's Class A shares adjusted to reflect the lower expense ratio of Advisor Class shares. Purchases of Class A shares in amounts of $1,000,000 or more, or by certain group retirement plans, may be subject to a 1%, 1-year CDSC, which may be subject to waiver in certain circumstances. The information in the 50% Barclays Capital 5-yr Gen'l Obl. Muni Bond Index/50% S&P 500 Index shows how the Strategy's performance compares with the returns of an index of securities similar to those in which the Strategy invests. Class B shares automatically convert to Class A shares after eight years. The CDSC decreases over time. For Class B shares the CDSC decreases 1.00% annually to 0% after the fourth year. For Class C shares the CDSC is 0% after the first year. The fee waiver and/or expense reimbursement agreement will remain in effect until December 31, 2012 and will continue thereafter from year-to-year unless the Adviser provides notice of termination to the Strategy 60 days prior to that date. After-tax returns: -Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; -Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Inception Date for all Classes is 9/2/03. The information in the 60% S&P 500 Index/40% MSCI ACWI Ex US Index shows how the Strategy's performance compares with the returns of an index of securities similar to those in which the Strategy invests. Inception Date for Class A, B, C and Advisor Class shares: 9/2/03, for Class R shares: 2/17/04, for Class K and Class I shares: 3/1/05. Performance information for periods prior to the inception of Class R, Class K and Class I shares is the performance of the Strategy's Class A shares adjusted to reflect the higher expense ratio of Class R shares and the lower expense ratio of Class K and Class I shares, respectively. After-tax returns: -Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; -Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. The information in the 65% S&P 500 Index/35% Barclays Capital U.S. Aggregate Bond Index shows how the Strategy's performance compares with the returns of an index of securities similar to those in which the Strategy invests. Inception date for Advisor Class shares: 9/2/03. Performance information for periods prior to the inception of Advisor Class Shares is the performance of the Strategy's Class A shares adjusted to reflect the lower expense ratio of Advisor Class shares. The information in the 70% Barclays Capital 5-yr Gen'l Obl. Muni Bond Index/ 30% S&P 500 Index shows how the Strategy's performance compares with the returns of an index of securities similar to those in which the Strategy invests. After-tax returns: -Are shown for Class A shares only and will vary for Class B, Class C and Advisor Class shares because these Classes have different expense ratios; -Are estimates based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Strategy shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.