AllianceBernstein Cap Fund, Inc.

0001193125-12-477627.txt : 20121121 0001193125-12-477627.hdr.sgml : 20121121 20121120180107 ACCESSION NUMBER: 0001193125-12-477627 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20121121 DATE AS OF CHANGE: 20121120 EFFECTIVENESS DATE: 20121121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN CAP FUND, INC. CENTRAL INDEX KEY: 0000081443 IRS NUMBER: 132625045 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-29901 FILM NUMBER: 121219050 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCEBERNSTEIN CAP FUND,INC DATE OF NAME CHANGE: 20040908 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCEBERNSTEIN SMALL CAP GROWTH FUND INC DATE OF NAME CHANGE: 19931001 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL QUASAR FUND INC DATE OF NAME CHANGE: 19930907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN CAP FUND, INC. CENTRAL INDEX KEY: 0000081443 IRS NUMBER: 132625045 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-01716 FILM NUMBER: 121219051 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCEBERNSTEIN CAP FUND,INC DATE OF NAME CHANGE: 20040908 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCEBERNSTEIN SMALL CAP GROWTH FUND INC DATE OF NAME CHANGE: 19931001 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL QUASAR FUND INC DATE OF NAME CHANGE: 19930907

0000081443 S000010309 AllianceBernstein Small Cap Growth Portfolio

C000028521 Class A QUASX

C000028522 Class B QUABX

C000028523 Class C QUACX

C000028524 Advisor Class QUAYX

C000028525 Class R QUARX

C000028526 Class K QUAKX

C000028527 Class I QUAIX

0000081443 S000027163 AllianceBernstein U.S. Strategic Research Portfolio

C000081968 Class A AURAX

C000081969 Class C AURCX

C000081970 Advisor Class AURYX

C000103313 Class R AURRX

C000103314 Class K AURKX

C000103315 Class I AURIX

0000081443 S000030203 AllianceBernstein International Discovery Equity Portfolio

C000092962 Class A ADEAX

C000092963 Class C AIDCX

C000092964 Advisor Class ADEYX

C000092965 Class R ADERX

C000092966 Class K ADEKX

C000092967 Class I ADEIX

0000081443 S000032742 AllianceBernstein International Focus 40 Portfolio

C000101060 Class A AIIAX

C000101061 Class C ABFCX

C000101062 Advisor Class ABFYX

C000101063 Class R ABFRX

C000101064 Class K ABFKX

C000101065 Class I ABFIX

485BPOS 1 d325245d485bpos.htm ALLIANCEBERNSTEIN CAP FUND, INC. - 485B XBRL AllianceBernstein Cap Fund, Inc. - 485B XBRL

As filed with the Securities and Exchange Commission on November 21, 2012

File No. 2-29901

811-1716

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER


		*THE SECURITIES ACT OF l933*		¨
		Pre-Effective Amendment No.		¨
		Post-Effective Amendment No. 127		x

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF l940


		Amendment No. 106		x

ALLIANCEBERNSTEIN CAP FUND, INC.

(Exact Name of Registrant as Specified in Charter)

1345 Avenue of the Americas,

New York, New York 10105

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code:

(800) 221-5672

EMILIE D. WRAPP

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Copies of communications to:

Kathleen K. Clarke

Seward & Kissel LLP

1200 G Street, NW

Suite 350

Washington, DC 20005

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

immediately upon filing pursuant to paragraph (b)

on November 21, 2012 pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

on (date), pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

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

This Post-Effective Amendment No. 127 relates solely to the Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, as applicable, of the AllianceBernstein Small Cap Growth Portfolio, the Class A, Class C, Advisor Class, Class R, Class K and Class I shares, as applicable, of the AllianceBernstein U.S. Strategic Research Portfolio, the Class A, Class C, Advisor Class, Class R, Class K and Class I shares, as applicable, of the AllianceBernstein International Discovery Equity Portfolio, the Class A, Class C, Advisor Class, Class R, Class K and Class I shares, as applicable, of the AllianceBernstein International Focus 40 Portfolio. No information in the Registrant’s Registration Statement relating to the Class A, Class C, Class R, Class K, Class I and Advisor Class shares, as applicable, of the AllianceBernstein Market Neutral Strategy—U.S., the Class A, Class C, Class R, Class K, Class I and Advisor Class shares, as applicable, of the AllianceBernstein Market Neutral Strategy—Global, the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares, as applicable, of the AllianceBernstein Dynamic All Market Fund, the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares, as applicable, of the AllianceBernstein Dynamic All Market Plus Fund, the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares, as applicable, of the AllianceBernstein Select US Equity Portfolio, the Class A, Class C, Advisor Class, Class R, Class K and Class I shares, as applicable, of the AllianceBernstein Emerging Markets Multi-Asset Portfolio, the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares, as applicable, of the AllianceBernstein Emerging Markets Equity Portfolio and the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares, as applicable, of the AllianceBernstein Select US Long/Short Portfolio is amended or superseded.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City and State of New York, on the 21^st day of November, 2012.


ALLIANCEBERNSTEIN CAP FUND, INC.

By:		Robert M. Keith *
		Robert M. Keith
		President

Pursuant to the requirements of the Securities Act of l933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:


	Signature	Title	Date

(1)	Principal Executive Officer:

	Robert M. Keith * Robert M. Keith	President and Chief Executive Officer	November 21, 2012


(2)	Principal Financial and Accounting Officer:

	/s/ Joseph J. Mantineo Joseph J. Mantineo	Treasurer and Chief Financial Officer	November 21, 2012


(3)	All of the Directors:

	John H. Dobkin* Michael J. Downey* William H. Foulk, Jr.* D. James Guzy* Nancy P. Jacklin* Garry L. Moody* Robert M. Keith* Marshall C. Turner, Jr.* Earl D. Weiner*


*By:	/s/ Stephen J. Laffey Stephen J. Laffey (Attorney-in-fact)		November 21, 2012

Index to Exhibits


Exhibit No.		Description of Exhibits

EX-101.INS		XBRL Instance Document

EX-101.SCH		XBRL Taxonomy Extension Schema Document

EX-101.CALC		XBRL Taxonomy Extension Calculation Linkbase

EX-101.DEF		XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB		XBRL Taxonomy Extension Labels Linkbase

EX-101.PRE		XBRL Taxonomy Extension Presentation Linkbase

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A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. During the most recent fiscal period, the Fund’s portfolio turnover rate was 93% of the average value of its portfolio. 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. <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinU.S.StrategicResearchPortfolio column period compact * ~</div> ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO The Fund 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 Fund shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 88% of the average value of its portfolio. 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. www.AllianceBernstein.com ALLIANCEBERNSTEIN U.S. STRATEGIC RESEARCH PORTFOLIO The Fund 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 Fund shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 126% of the average value of its portfolio. 1175 1128 ALLIANCEBERNSTEIN INTERNATIONAL DISCOVERY EQUITY PORTFOLIO The Fund 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 Fund shares are held in a taxable account. These transaction costs, which are not reflected in the Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. During the most recent fiscal period, the Fund’s portfolio turnover rate was 101% of the average value of its portfolio. 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. www.AllianceBernstein.com 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. www.AllianceBernstein.com 0.4809 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinInternationalFocus40Portfolio column period compact * ~</div> 0.1823 3574 3533 3172 2942 2831 2718 0.1708 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinSmallCapGrowthPortfolio column period compact * ~</div> 0.1601 0.0425 0 0 0 0 0 558 309 108 159 133 108 SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 100000 0 0 0 0 0 0 SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 100000 <ul type="square"><li>how the Fund’s performance changed from year to year over ten years; and</li></ul> <ul type="square"><li>how the Fund’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.</li></ul> 0.0425 0 0 0 0 0 0 SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL FUND OPERATING EXPENSES  (expenses that you pay each year as a percentage of the value of your investment) 576 328 127 178 153 127 556 622 312 108 164 128 97 SHAREHOLDER FEES (fees paid directly from your investment) ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 100000 <ul type="square"><li> how the Fund’s performance changed from year to year over the life of the Fund; and </li></ul><ul type="square"><li>how the Fund’s average annual returns for one year and over the life of the Fund compare to those of a broad-based securities market index. </li></ul> 100000 <ul type="square"><li style="margin-left:-20px"> how the Fund’s performance changed from year to year over the life of the Fund; and </li></ul> <ul type="square"><li style="margin-left:-20px">how the Fund’s average annual returns for one year and since inception compare to those of a broad-based securities market index.</li></ul> 0.0425 0 0 0 0 0 577 329 128 179 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinInternationalDiscoveryEquityPortfolio column period compact * ~</div> 485BPOS ALLIANCEBERNSTEIN CAP FUND, INC. 0.0009 0.0011 0.001 0.0006 0.0009 0.0012 -0.0122 -0.0136 -0.0137 -0.013 -0.0134 -0.0138 1082 924 626 763 696 628 -0.1825 2009-12-23 2009-12-23 2009-12-23 2009-12-23 2009-12-23 2009-12-23 2009-12-23 2009-12-23 2009-12-23 This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. 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 Fund--Sales Charge Reduction Programs for Class A Shares on page 53 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 113 of the Funds' SAI. The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your Fund shares at the end of those periods. The Examples also assume that your investment has a 5% return each year, that the Fund's operating expenses stay the same and that the fee waiver is in effect for only the first year. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES <ul type="square"><li>DIVERSIFICATION RISK: The Fund may have more risk because it is "non-diversified", meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Fund's NAV. </li></ul> 0.0698 0.2061 0.0091 0.0006 0.001 0.0003 -0.1911 -0.1916 -0.1914 -0.2567 -0.3967 -0.1971 This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. 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 Funds--Sales Charge Reduction Programs for Class A Shares on page 53 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 113 of the Funds’ SAI. The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year and that the Fund’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 During the period shown in the bar chart, the Fund's: BEST QUARTER WAS UP 21.22%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN -28.82%, 4TH QUARTER, 2008. PERFORMANCE TABLE AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, 2011) Are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. 0.0021 0.0033 0.0023 0.0025 0.0019 0.0014 0.0009 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinU.S.StrategicResearchPortfolioBarChart column period compact * ~</div> 4837 5956 3810 3833 3786 3728 PRINCIPAL STRATEGIES PERFORMANCE TABLE AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, 2011) This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. 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 Funds--Sales Charge Reduction Programs for Class A Shares on page 53 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 113 of the Funds' SAI. The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Fund for the time periods indicated. The Examples also assume that your investment has a 5% return each year, that the Fund’s operating expenses stay the same and that the fee waiver is in effect for only the first year. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 831 885 655 337 508 400 303 This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. 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 Funds--Sales Charge Reduction Programs for Class A Shares on page 53 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 113 of the Funds’ SAI. 222 212 2308 2421 The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Fund for the time periods indicated. The Examples also assume that your investment has a 5% return each year, that the Fund’s operating expenses stay the same and that the fee waiver is in effect for only the first year. Although your actual costs may be higher or lower, based on these assumptions your costs would be: PRINCIPAL STRATEGIES PERFORMANCE TABLE AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, 2011) During the period shown in the bar chart, the Fund's: BEST QUARTER WAS UP 1.71%, 4TH QUARTER, 2011; AND WORST QUARTER WAS DOWN -22.22%, 3RD QUARTER, 2011. During the period shown in the bar chart, the Fund's: BEST QUARTER WAS UP 16.17%, 4TH QUARTER, 2010; AND WORST QUARTER WAS DOWN -25.56%, 3RD QUARTER, 2011. -0.3184 0.0413 Are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. 0.1617 154 128 2122 1942 1692 1588 1515 1442 0.0142 0.0144 0.0143 0.0005 -0.0648 -0.0639 -0.0649 -0.052 -0.0518 -0.0516 0.2122 -0.19 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinSmallCapGrowthPortfolioBarChart column period compact * ~</div> 2012-10-31 2012-07-31 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinInternationalDiscoveryEquityPortfolioBarChart column period compact * ~</div> 0.0171 2010-10-26 2010-10-26 2010-10-26 2010-10-26 2010-10-26 2010-10-26 2010-10-26 2010-10-26 2010-10-26 Are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. 0000081443 0 0.01 0 0 0 0 0.003 0.01 0 0.005 0.0025 0 0.0143 0.0155 0.0157 0.0154 0.0155 0.0156 0.0152 0.0166 0.0167 0.016 0.0164 0.0168 0.0258 0.0342 0.0243 0.0286 0.0265 0.0244 0.0136 0.0206 0.0106 -0.217 -0.2178 -0.14 -0.1964 -0.1157 -0.185 -0.1824 -0.1805 0.0211 -0.016 -0.0173 -0.0135 -0.0017 0.0071 0.0027 0.0054 0.008 0.0806 INVESTMENT OBJECTIVE FEES AND EXPENSES OF THE FUND PORTFOLIO TURNOVER The Fund pursues its objective by investing primarily in a focused portfolio of approximately 30-50 equity securities of non-U.S. companies. Although the Fund intends to invest substantially all of its assets in non-U.S. issuers under normal circumstances, the Fund may at times invest in U.S. issuers, particularly U.S. issuers whose growth prospects depend, in the Adviser’s view, on non-U.S. factors. Under normal market conditions, the Fund invests significantly (at least 40%--unless market conditions are not deemed favorable by the Adviser) in securities of non-U.S. companies. In addition, the Fund invests, under normal circumstances, in the equity securities of companies located in at least three countries (and normally substantially more) other than the United States. In choosing investments, the Fund pursues an opportunistic investment strategy and is unconstrained by considerations of capitalization range, industry sector or country. The Fund may invest in any company in any type of industry (including real-estate related issuers) and in any type of equity security, listed or unlisted, with the potential for capital appreciation. The Fund may also invest in depositary receipts, rights and warrants, synthetic foreign equity securities, such as various types of warrants used internationally that entitle a holder to buy or sell underlying securities, and convertible securities. The Adviser employs a “bottom up” investment process that focuses on a company’s prospective earnings growth, valuation and quality of management. The Fund does not target particular country or sector weightings. The percentage of the Fund’s assets invested in securities of companies in a particular country or industry sector (or denominated in a particular currency) varies in accordance with the Adviser’s assessment of the appreciation potential of such securities. The Fund may periodically invest in the securities of companies that are expected to appreciate due to a development particularly or uniquely applicable to that company, regardless of general business conditions or movements of the market as a whole. The Fund invests in both developed and emerging market countries. The Fund may make short sales of securities or may take short positions in securities in anticipation that the value of the securities will decline. The Fund may use total return swaps or other investment techniques to take such short positions. The Fund intends to make such investments when it believes that a company’s securities are overvalued or face adverse economic or other conditions. The Fund may invest in established companies, but also in new and less-seasoned companies. The Fund’s investments in companies with smaller capitalizations may offer more reward but may also entail greater risk than is generally true of larger, more established companies. When selecting securities, the Adviser typically looks for companies that have strong, experienced management teams and the potential to support greater than expected earnings growth rates. In making specific investment decisions for the Fund, the Adviser combines fundamental analysis and quantitative tools in its stock selection process. The Fund may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Fund seeks to invest than direct investments. 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 the Fund’s securities positions when it finds the currency exposure unattractive. To hedge all or a portion of its currency risk, the Fund 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 Fund may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges. The Fund may use other investment techniques and may use leverage for investment purposes to increase return by using the cash made available by derivative instruments to make other investments in accordance with its investment objective. The Fund is non-diversified, meaning that it may invest more of its assets in a smaller number of issuers. <ul type="square"><li>MARKET RISK: The value of the Fund's assets will fluctuate as the equity markets fluctuate. The value of the Fund's investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.</li></ul> <ul type="square"><li>FOREIGN (NON-U.S.) RISK: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</li></ul> <ul type="square"><li>EMERGING MARKET RISK: Investments in emerging market countries may have more risk because these markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties.</li></ul> <ul type="square"><li>CURRENCY RISK: Fluctuations in currency exchange risk may negatively affect the value of the Fund's investments or reduce its returns.</li></ul> <ul type="square"><li>FOCUSED PORTFOLIO RISK: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund's NAV.</li></ul> <ul type="square"><li>DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments. </li></ul><ul type="square"><li>LEVERAGE RISK: To the extent the Fund uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Fund's shares. </li></ul><ul type="square"><li>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>REAL ESTATE RISK: The Fund's investments in the real estate market have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in real estate investment trusts, or "REITs", may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws. </li></ul><ul type="square"><li>DIVERSIFICATION RISK: The Fund may have more risk because it is "non-diversified", meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Fund's NAV. </li></ul><ul type="square"><li>SHORT SALES RISK: The Fund may not always be able to close out a short position on favorable terms. Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which it sold the security short. The amount of such loss is theoretically unlimited (since it is limited only by the increase in value of the security sold short by the Fund). In contrast, the risk of loss from a long position is limited to the Fund's investment in the long position, since its value cannot fall below zero. Short selling is a form of leverage. To mitigate leverage risk, the Fund will always hold liquid assets (including its long positions) at least equal to its short position exposure, marked-to-market daily. </li></ul><ul type="square"><li>MANAGEMENT RISK: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. </li></ul>As with all investments, you may lose money by investing in the Fund. June 30, 2014 As with all investments, you may lose money by investing in the Fund. 0.003 0.01 0 0.005 0.0025 0 0.1894 0.1931 0.1905 0.1933 0.1931 0.1933 0.2592 0.3992 0.1996 0.1939 0.1941 0.1936 0.2722 0.4192 0.2096 0.2089 0.2066 0.2036 INVESTMENT OBJECTIVE FEES AND EXPENSES OF THE FUND PORTFOLIO TURNOVER 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: The Fund invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall U.S. market. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of smaller companies. For these purposes, “smaller companies” are those that, at the time of investment, fall within the lowest 20% of the total U.S. equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). As of June 30, 2012, there were approximately 4,230 smaller companies, and those smaller companies had market capitalizations ranging up to approximately $9.3 billion. Because the Fund’s definition of smaller companies is dynamic, the limits on market capitalization will change with the markets. The Fund may invest in any company and industry and in any type of equity security with potential for capital appreciation. It invests in well-known and established companies and in new and less-seasoned companies. The Fund’s investment policies emphasize investments in companies that are demonstrating improving financial results and a favorable earnings outlook. The Fund may invest in foreign securities. When selecting securities, the Adviser typically looks for companies that have strong, experienced management teams, strong market positions, and the potential to support greater than expected earnings growth rates. In making specific investment decisions for the Fund, the Adviser combines fundamental and quantitative analysis in its stock selection process. The Fund may periodically invest in the securities of companies that are expected to appreciate due to a development particularly or uniquely applicable to that company regardless of general business conditions or movements of the market as a whole. Normally, the Fund invests in about 95-125 companies broadly diversified by sector. The Fund invests primarily in equity securities but may also invest in other types of securities, such as preferred stocks. The Fund may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Fund seeks to invest than direct investments. The Fund may also invest up to 20% of its total assets in rights or warrants. The Fund may enter into derivatives transactions, such as options, futures contracts, forwards, and swaps. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges. <ul type="square"><li>MARKET RISK: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.</li></ul> <ul type="square"><li>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>FOREIGN (NON-U.S.) RISK: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</li></ul> <ul type="square"><li>DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.</li></ul> <ul type="square"><li>MANAGEMENT RISK: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.</li></ul> As with all investments, you may lose money by investing in the Fund. BAR CHART As with all investments, you may lose money by investing in the Fund. The Fund’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; 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; 0.01 0.04 0 0 0 0 0 0 0.0025 0.005 0 0.01 0.01 0.0027 0.001 0.001 0.001 0.0011 0.001 0.0011 0.001 0.0031 0.0043 0.0033 0.003 0.0035 0.0025 0.0019 INVESTMENT OBJECTIVE FEES AND EXPENSES OF THE FUND 0.0134 0.0219 0.0209 0.0106 0.0161 0.0126 0.0095 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinU.S.StrategicResearchPortfolio column period compact * ~</div> PORTFOLIO TURNOVER BAR CHART The Fund pursues opportunistic growth by investing primarily in a diversified portfolio of U.S. companies in multiple industries that may benefit from innovation. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities issued by U.S. companies. The Adviser employs a combination of “top-down” and “bottom-up” investment processes with the goal of identifying the most attractive U.S. securities, fitting into broader investment themes identified by the Adviser, which are developments that have broad effects across industries and companies. Drawing on the global fundamental and quantitative research capabilities of the Adviser, and its economists’ macroeconomic insights, the Adviser seeks to identify long-term economic or business trends that will affect multiple industries. The Adviser will assess the effects of these trends, in the context of the business cycle, on entire industries and on individual companies. Through this process, the Adviser intends to identify key investment themes, which will be the focus of the Fund’s investments and which are expected to change over time based on the Adviser’s research. In addition to this “top-down” thematic approach, the Adviser will use a “bottom-up” analysis of individual companies that focuses on prospective earnings growth, valuation and quality of company management. The Adviser normally considers a universe of approximately 600 primarily U.S. mid- to large-capitalization companies for investment. The Fund invests in securities issued by companies from multiple industries in an attempt to maximize opportunity, which should also tend to reduce risk. The Fund may invest up to 20% of its net assets in equity and fixed-income securities issued by non-U.S. corporate and governmental issuers. The Fund may invest in both developed and emerging market countries. The percentage of the Fund’s assets invested in securities of companies in a particular country or denominated in a particular currency varies in accordance with the Adviser’s assessment of the appreciation potential of such securities. The Fund may invest in any company and industry and in any type of equity security, listed and unlisted, with potential for capital appreciation. It invests in well-known, established companies as well as new, smaller or less-seasoned companies. The Fund may also invest in synthetic foreign equity securities, which are a type of warrant used internationally that entitle a holder to buy or sell underlying securities, real estate investment trusts (“REITs”) and zero coupon bonds. Normally, the Fund invests in about 40-60 companies. The Fund may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Fund seeks to invest than direct investments. 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 Fund 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 Fund may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges. <ul type="square"><li>MARKET RISK: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.</li></ul><ul type="square"><li>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>FOREIGN (NON-U.S.) RISK: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors. </li></ul><ul type="square"><li>DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments. </li></ul><ul type="square"><li>MANAGEMENT RISK: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.</li></ul>As with all investments, you may lose money by investing in the Fund. INVESTMENT OBJECTIVE FEES AND EXPENSES OF THE FUND 685 655 PORTFOLIO TURNOVER November 1, 2013 Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities. The Fund invests primarily in a diversified portfolio of equity securities of small-and mid-capitalization non-U.S. companies. For these purposes, “small- and mid-capitalization companies” are those that, at the time of investment, fall within the capitalization range between the smaller of $100 million or the market capitalization of the smallest company in the MSCI AC World SMID Index (ex-U.S.)(Net) and the greater of $13 billion or the market capitalization of the largest company in the MSCI AC World SMID Index (ex-U.S.)(Net). The market capitalizations of companies in the MSCI AC World SMID Index (ex-U.S.)(Net) ranged from $22 million to $11.8 billion at June 30, 2012. Because the Fund’s definition of small- and mid-capitalization companies is dynamic, the limits on market capitalization will change with the markets. Under normal market conditions, the Fund invests significantly (at least 40%--unless market conditions are not deemed favorable by the Adviser) in securities of non-U.S. companies. The Fund invests, under normal circumstances, in the equity securities of companies located in at least three countries (and normally substantially more) other than the United States. The Fund may invest in securities issued by non-U.S. companies in any industry sector and country. The Adviser employs a “bottom-up” investment process that focuses on a company’s prospective earnings growth, valuation and quality of management. The Fund does not target particular country or sector weightings. The percentage of the Fund’s assets invested in securities of companies in a particular country or industry sector (or denominated in a particular currency) varies in accordance with the Adviser’s assessment of the appreciation potential of such securities. The Fund may periodically invest in the securities of companies that are expected to appreciate due to a development particularly or uniquely applicable to that company, regardless of general business conditions or movements of the market as a whole. The Fund invests in both developed and emerging market countries and, at times, may invest significantly in emerging markets. The Fund may invest in any company and in any type of equity security, listed or unlisted, with the potential for capital appreciation. The Fund may also invest in synthetic foreign equity securities, which are various types of warrants used internationally that entitle a holder to buy or sell underlying securities. The Fund may invest in established companies and also in new and less-seasoned companies. The Fund’s investments in companies with smaller capitalizations may offer more reward but may also entail greater risk than is generally true of larger, more established companies. When selecting securities, the Adviser typically looks for companies that have strong, experienced management teams and the potential to support greater than expected earnings growth rates. In making specific investment decisions for the Fund, the Adviser combines fundamental analysis and quantitative tools in its stock selection process. The Fund may, at times, invest in shares of ETFs in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Fund seeks to invest than direct investments. 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 the Fund’s securities positions when it finds the currency exposure unattractive. To hedge all or a portion of its currency risk, the Fund 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 Fund may enter into other derivatives transactions, such as options, futures contracts, forwards, and swaps. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indexes, futures contracts (including futures contracts on individual securities and stock indexes) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges. <ul type="square"><li style="margin-left:0px">MARKET RISK: The value of the Fund’s assets will fluctuate as the equity markets fluctuate. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.</li></ul> <ul type="square"><li style="margin-left:0px">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:0px">FOREIGN (NON-U.S.) RISK: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.</li></ul> <ul type="square"><li style="margin-left:0px">EMERGING MARKET RISK: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties. </li></ul> <ul type="square"><li style="margin-left:0px">CURRENCY RISK: Fluctuations in currency exchange risk may negatively affect the value of the Fund’s investments or reduce its returns.</li></ul> <ul type="square"><li style="margin-left:0px">DERIVATIVES RISK: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.</li></ul> <ul type="square"><li style="margin-left:0px">LIQUIDITY RISK: Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Fund from selling out of these securities at an advantageous price. The Fund invests in unlisted securities and synthetic foreign equity securities, which may have greater liquidity risk.</li></ul> <ul type="square"><li style="margin-left:0px">MANAGEMENT RISK: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.</li></ul>As with all investments, you may lose money by investing in the Fund. BAR CHART As with all investments, you may lose money by investing in the Fund. The Fund’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. November 1, 2013 As with all investments, you may lose money by investing in the Fund. 0.0471 -0.4514 0.4202 The Fund’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; After-tax returns: -Are shown for Class A shares only and will vary for Class C and Advisor Class shares because these Classes have different expense ratios; 0 0.01 0 0 0 0 -0.0029 -0.0063 -0.0004 -0.0071 0.0235 0.0438 0.0386 0.0419 0.0453 -0.0291 0.0491 0.0488 0.0428 0.0468 0.0456 0.0565 0.0525 0.0553 0.0587 0.0448 year-to-date 2010-12-31 WORST QUARTER 2011-09-30 0.003 0.01 0 0.005 0.0025 0 0.0005 0.0002 0.0531 0.052 0.0531 0.054 0.0538 0.0539 0.0673 0.0664 0.0674 0.0545 0.0543 0.0541 0.0804 0.0865 0.0775 0.0696 0.0669 0.0642 year-to-date 2009-06-30 WORST QUARTER 2008-12-31 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleNoRedemptionAllianceBernsteinSmallCapGrowthPortfolio column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinSmallCapGrowthPortfolio column period compact * ~</div> -0.2241 -0.2249 -0.1451 -0.203 -0.187 -0.1918 -0.1893 -0.1875 -0.169 -0.1621 -0.1628 -0.1376 -0.1362 -0.1275 -0.1326 -0.13 -0.128 -0.1062 2012-11-01 false <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinInternationalDiscoveryEquityPortfolio column period compact * ~</div> 2011-12-31 WORST QUARTER 2011-09-30 year-to-date 0 0 0 0 0.01 0 Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; After-tax returns: -Are shown for Class A shares only and will vary for Class C and Advisor Class shares because these Classes have different expense ratios; 0.00 0.00 0.00 0.00 0.00 0.00 0.0075 0.0075 0.0075 0.0075 0.0075 0.0075 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001 0.0156 0.0131 0.0106 3129 3612 2662 3092 2884 2671 0.2361 The Fund’s investment objective is long-term growth of capital. PRINCIPAL RISKS PERFORMANCE INFORMATION No performance information is available for the Fund because it has not yet been in operation for a full calendar year. 0.93 No performance information is available for the Fund because it has not yet been in operation for a full calendar year. 0 0 0 0 0 0 0.01 0.01 0.01 0.01 0.01 0.01 0.0155 0.0225 0.0125 0.0175 0.015 0.0125 The Fund’s investment objective is long-term growth of capital. PRINCIPAL RISKS BAR CHART AND PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Fund by showing: <ul type="square"><li>how the Fund’s performance changed from year to year over ten years; and</li></ul> <ul type="square"><li>how the Fund’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 Fund’s website at www.AllianceBernstein.com (click on “Individuals - U.S.” then “Pricing & Performance”). The Fund’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 Fund’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 17.08%. 0.88 The annual returns in the bar chart are for the Fund’s Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. 0 0 0 0 0 0 0 0.0075 0.0075 0.0075 0.0075 0.0075 0.0075 0.0075 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinUSStrategicResearchPortfolio column period compact * ~</div> 10238 9591 10041 10041 10021 9993 PRINCIPAL RISKS BAR CHART AND PERFORMANCE INFORMATION The Fund’s investment objective is long-term growth of capital. The bar chart and performance information provide an indication of the historical risk of an investment in the Fund by showing: <ul type="square"><li>how the Fund's performance changed from year to year over the life of the Fund; and</li></ul> <ul type="square"><li>how the Fund's average annual returns for one year and over the life of the Fund compare to those of a broad-based securities market index.</li></ul> You may obtain updated performance information on the Fund’s website at www.AllianceBernstein.com (click on "Individuals - U.S." then "Pricing & Performance"). The Fund’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 Fund’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 18.23%. 1969 2308 2421 1294 1911 1523 1166 The Fund’s investment objective is long-term growth of capital. 1.26 PRINCIPAL RISKS PERFORMANCE INFORMATION The bar chart and performance information provide an indication of the historical risk of an investment in the Fund by showing: <ul type="square"><li style="margin-left:-20px"> how the Fund’s performance changed from year to year over the life of the Fund; and </li></ul> <ul type="square"><li style="margin-left:-20px">how the Fund’s average annual returns for one year and since inception compare to those of a broad-based securities market index.</li></ul> You may obtain updated performance information on the Fund’s website at www.AllianceBernstein.com (click on “Individuals - U.S.” then “Pricing & Performance”). The Fund’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 Fund’s Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. The annual returns in the bar chart are for the Fund’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 16.01%. 0.1395 0.1058 0.1397 0.37 The annual returns in the bar chart are for the Fund’s Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. 0 0 0 0 0 0 0.0394 0.0387 0.0335 0.0395 0.0404 0.0512 0.0474 0.0503 0.0541 0.0209 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinInternationalFocus40Portfolio column period compact * ~</div> BEST QUARTER -0.2556 6835 7027 6528 6103 5931 5753 0.01 0.01 0.01 0.01 0.01 0.01 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001 0.0156 0.0226 0.0126 0.0176 0.0151 0.0126 BEST QUARTER -0.2882 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinSmallCapGrowthPortfolio column period compact * ~</div> 2012-11-01 (NOT CURRENTLY OFFERED TO NEW INVESTORS) BEST QUARTER -0.2222 <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinInternationalDiscoveryEquityPortfolio column period compact * ~</div> 1.01 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. For Class C shares, the CDSC is 0% after the first year. The Adviser has agreed to waive its management fees and/or to bear expenses of the Fund to the extent necessary to prevent total Fund operating expenses, on an annualized basis, from exceeding 1.35% on Class A shares, 2.05% on Class C shares, 1.05% on Advisor Class shares, 1.55% on Class R shares, 1.30% on Class K shares or 1.05% on Class I shares (excluding Acquired Fund Fees and Expenses other than the advisory fees of any AllianceBernstein Mutual Funds in which the Fund may invest, interest expense, brokerage commissions and other transaction costs, taxes and extraordinary expenses). Fees waived and expenses borne by the Adviser are subject to reimbursement until December 23, 2012. No reimbursement payment will be made that would cause the Fund's total annualized operating expenses to exceed the fee percentages set forth in the table or cause the total of the payments to exceed the Fund's total initial offering expenses. This fee waiver and/or expense reimbursement agreement will remain in effect until November 1, 2013 and will be automatically extended for one-year periods thereafter unless terminated by the Adviser upon 60 days' notice to the Fund prior to that date Inception date for all Classes is 12/23/09. After-tax returns:-Are shown for Class A shares only and will vary for Class C and Advisor Class shares because these Classes have different expense ratios; -Are an estimate, which is 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 fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. The Adviser has agreed to waive its management fees and/or to bear expenses of the Fund through June 30, 2014, to the extent necessary to prevent total Fund operating expenses, on an annualized basis, from exceeding the net expenses reflected in this table. Fees waived and expenses borne by the Adviser may be reimbursed by the Fund through July 6, 2014. No reimbursement payment will be made that would cause the Fund's total annual Fund operating expenses to exceed the total annual Fund operating expenses after fee waiver reflected in the table or cause the total of the payments to exceed the Fund's total initial offering expenses. Assuming redemption at the end of the period, a 1% CDSC would increase the expenses by $100. Assuming redemption at the end of the period, a 1% CDSC would increase the expenses by $100. Before Fee Waiver The Adviser has agreed to waive its management fees and/or to bear expenses of the Fund to the extent necessary to prevent total Fund operating expenses, on an annualized basis, from exceeding 1.55% on Class A shares, 2.25% on Class C shares, 1.25% on Advisor Class shares, 1.75% on Class R shares, 1.50% on Class K shares or 1.25% on Class I shares (excluding Acquired Fund Fees and Expenses other than the advisory fees of any AllianceBernstein Mutual Funds in which the Fund may invest, interest expense, brokerage commissions and other transaction costs, taxes and extraordinary expenses). The fees waived and expenses borne by the Adviser are subject to reimbursement until October 26, 2013. No reimbursement payment will be made that would cause the Fund's total annualized operating expenses to exceed the net expenses reflected in the table or cause the total of the payments to exceed the Fund's total initial offering expenses. The fee waiver and/or expense reimbursement agreement will remain in effect until November 1, 2013 and will be automatically extended for one-year periods thereafter unless terminated by the Adviser upon 60 days' notice to the Fund prior to that date. 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. 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. 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 an estimate, which is 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 fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Inception dates for Class R, 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 Fund's Class A shares adjusted to reflect the higher expense ratio of the Class R shares and the lower expense ratios of Class K and Class I shares, respectively. After-tax returns: -Are shown for Class A shares only and will vary for Class C and Advisor Class shares because these Classes have different expense ratios; -Are an estimate, which is 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 fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. Inception date for all Classes is 10/26/10. 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