AllianceBernstein Cap Fund, Inc. - Market Neutral Strategies

THE SECURITIES ACT OF l933

Pre-Effective Amendment No.

Post-Effective Amendment No. 129

0001193125-12-478496.txt : 20121121 0001193125-12-478496.hdr.sgml : 20121121 20121121122812 ACCESSION NUMBER: 0001193125-12-478496 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20121121 DATE AS OF CHANGE: 20121121 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: 121220353 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: 121220354 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 S000029577 AllianceBernstein Market Neutral Strategy - U.S.

C000090792 Class A AMUAX

C000090793 Class C AMCUX

C000090794 Advisor Class AMUYX

C000090795 Class R AMURX

C000090796 Class K AMUKX

C000090797 Class I AMUIX

0000081443 S000029578 AllianceBernstein Market Neutral Strategy - Global

C000090798 Class R ANNRX

C000090799 Class K ANNKX

C000090800 Class I AINNX

C000090801 Class A AANNX

C000090802 Class C ANNCX

C000090803 Advisor Class ANNYX

485BPOS 1 d397874d485bpos.htm ALLIANCEBERNSTEIN CAP FUND, INC. - MARKET NEUTRAL STRATEGIES - 485B XBRL AllianceBernstein Cap Fund, Inc. - Market Neutral Strategies - 485B XBRL

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

File Nos. 2-29901

811-01716

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF l940


		Amendment No. 108		x

ALLIANCEBERNSTEIN CAP FUND, INC.

(Exact Name of Registrant as Specified in Charter)

1345 Avenue of the Americas

New York, New York l0105

(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 l0105

(Name and address of agent for service)

Copies of communications to:

Kathleen K. Clarke

Seward & Kissel LLP

901 K Street, NW

Suite 800

Washington, DC 20001

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. 129 relates solely 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. and the Class A, Class C, Class R, Class K, Class I and Advisor Class shares, as applicable, of the AllianceBernstein Market Neutral Strategy – Global. No information in the Registrant’s Registration Statement relating 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, 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 1933, 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 *	President and	November 21, 2012
	Robert M. Keith	Chief Executive Officer

(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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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 24 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 72 of the Strategy’s SAI. 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. The Examples also assume that your investment has a 5% return each year, that the Strategys 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: The Strategy will pay transaction costs, such as commissions, when it buys or sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when 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 Strategys performance. During the most recent fiscal year, the Strategys portfolio turnover rate was 270% of the average value of its portfolio. <ul type="square"><li>MARKET RISK:  The value of the Strategys assets will fluctuate as the equity market fluctuates. The value of the Strategys 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>DERIVATIVES RISK:  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>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 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>CURRENCY RISK:  Fluctuations in currency exchange rates may negatively affect the value of the Strategys investments or reduce its returns. </li></ul><ul type="square"><li>LEVERAGE RISK:  To the extent the Strategy uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Strategys investments.</li></ul> <ul type="square"><li>SHORT SALE RISK:  The Strategy may not always be able to close out a short position on favorable terms. Short sales involve the risk that the Strategy 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 Strategy). In contrast, the risk of loss from a long position is limited to the Strategy'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 Strategy 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>ETF RISK:  ETFs are investment companies. When the Strategy invests in an ETF, the Strategy bears its share of the ETF's expenses and runs the risk that the ETF may not achieve its investment objective. </li></ul><ul type="square"><li>LIQUIDITY RISK:  Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Strategy from selling out of these illiquid securities at an advantageous price. Derivatives and securities involving substantial market risk tend to involve greater liquidity risk. </li></ul><ul type="square"><li>MANAGEMENT RISK:  The Strategy 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. The Adviser also relies on its own quantitative models, which depend upon complex mathematical calculations and the correctness of certain historical correlations. There is no guarantee that the Advisers techniques, including the models, will produce the intended results. </li></ul>As with all investments, you may lose money by investing in the Strategy. -0.0346 -0.036 -0.0223 -0.0099 0.0108 0.006 0.0079 0.0108 0.001 -0.0088 -0.0098 -0.008 0.0142 0.0248 0.0198 0.0219 0.0247 0.0011 0.0125 0.0125 0.0125 0.0125 0.0125 0.0125 0.003 0.01 0 0.0025 0.005 0 0.005 0.013 0.0061 0.0006 0.0018 0.0002 0.0169 0.0162 0.017 0.0167 0.0175 0.0168 0.0753 0.076 0.0588 0.0758 0.0802 0.0531 0.075 0.1094 0.0819 0.0933 0.0946 0.0928 0.0905 0.1319 0.0944 0.1108 0.1096 0.1053 -0.0581 -0.0932 -0.0649 -0.0766 -0.0771 -0.076 2010-08-03 2010-08-03 2010-08-03 2010-08-03 2010-08-03 2010-08-03 2010-08-03 0.0293 0.0325 0.0342 0.0295 0.0387 0.0324 BEST QUARTER 0.0087 2011-09-30 WORST QUARTER -0.0142 November 1, 2013 2011-12-31 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. The Examples also assume that your investment has a 5% return each year, that the Strategys 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: 2010-08-03 738 296 328 345 298 489 2431 2843 2140 2631 2597 2140 3989 4911 3822 4815 4771 3951 7366 8770 7416 9213 9168 7901 PORTFOLIO TURNOVER The Strategy will pay transaction costs, such as commissions, when it buys or sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when 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 Strategys performance. During the most recent fiscal year, the Strategys portfolio turnover rate was 212% of the average value of its portfolio. 2.12 PRINCIPAL STRATEGIES The Strategy seeks to limit market risk by balancing long and short positions. To do this, the Strategy will buy, or take long positions in, equity securities of U.S. companies that the Adviser believes are undervalued and more likely to appreciate and, at the same time, sell, or take short positions in, equity securities that the Adviser believes are overvalued and more likely to depreciate. Equity securities include common stocks, preferred stocks and exchange-traded funds, or ETFs, that invest primarily in equity securities. The Strategy will be highly diversified and may invest across different industries, sectors and regions. While the Strategy will not target issuers of a particular size, most issuers will have larger capitalizations. When the Strategy takes a long position, it purchases a stock outright. When the Strategy takes a short position, it sells at the current market price a stock it does not own but has borrowed in anticipation that the market price of the stock will decline. To complete, or close out, the short sale transaction, the Strategy buys the same stock in the market at a later date and returns it to the lender. The Strategy will make money if the market price of the borrowed stock goes down and the Strategy is able to replace it for less than it earned by selling it short. Alternatively, if the price of the stock goes up after the short sale and before the short position is closed, the Strategy will lose money because it will have to pay more to replace the borrowed stock than it received when it sold the stock short. The Strategy intends to maintain approximately equal dollar exposures invested in long and short positions under normal circumstances. By employing this long/short market neutral investment strategy, the Strategy seeks to limit its volatility relative to movements in the overall stock market and limit downside risk during market declines. The Strategy may achieve a gain if the securities in its long portfolio outperform the securities in its short portfolio, each taken as a whole. Conversely, it is expected that the Strategy will incur a loss if the securities in its short portfolio outperform the securities in its long portfolio. The Adviser attempts to achieve returns for the Strategy that exceed the return on short-term fixed-income securities. The Strategy may utilize derivatives, such as options, futures contracts, forwards and swaps to a significant extent. Derivatives may provide a more efficient and economical exposure to equity markets than direct investments as well as a less expensive alternative to short selling. The Strategy may also use borrowings or other leverage for investment purposes. In determining when and to what extent to employ leverage or enter into derivatives transactions, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the costs of such transactions. The Adviser will consider the impact of derivatives in making its assessments of the Strategys risks. The resulting exposures to markets, sectors, regions, issuers or specific securities will be continuously monitored by the Adviser. The Adviser selects securities for purchase or sale using both its own fundamental research and proprietary quantitative models. These models seek to assess the risk and return characteristics of the securities the Strategy will buy and sell and the impact those securities will have on the risk and return characteristics of the Strategys portfolio overall, taking into account various factors such as relative return trends (or momentum) and price-to-book values. The Adviser then evaluates these results in light of data concerning an issuers fundamentals and trading considerations. The Strategy expects to engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. A higher rate of portfolio turnover increases transaction expenses, which may negatively affect the Strategys performance. High portfolio turnover also may result in the realization of substantial net short-term capital gains, which, when distributed, are taxable to shareholders. PRINCIPAL RISKS <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinMarketNeutralStrategy-Global column period compact * ~</div> <ul type="square"><li>MARKET RISK:  The value of the Strategys assets will fluctuate as the equity market fluctuates. The value of the Strategys 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> DERIVATIVES RISK:  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>LEVERAGE RISK:  To the extent the Strategy uses leveraging techniques, its net asset value, or NAV, may be more volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Strategys investments.</li></ul><ul type="square"><li> SHORT SALE RISK:  The Strategy may not always be able to close out a short position on favorable terms. Short sales involve the risk that the Strategy 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 Strategy). In contrast, the risk of loss from a long position is limited to the Strategys investment in the long position, since its value cannot fall below zero. Short selling is a form of leverage. To mitigate leverage risk, the Strategy 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> ETF RISK:  ETFs are investment companies. When the Strategy invests in an ETF, the Strategy bears its share of the ETF's expenses and runs the risk that the ETF may not achieve its investment objective.</li></ul><ul type="square"><li> LIQUIDITY RISK:  Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Strategy from selling out of these illiquid securities at an advantageous price. Derivatives and securities involving substantial market risk tend to involve greater liquidity risk.</li></ul><ul type="square"><li>MANAGEMENT RISK:  The Strategy 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. The Adviser also relies on its own quantitative models, which depend upon complex mathematical calculations and the correctness of certain historical correlations. There is no guarantee that the Advisers techniques, including the models, will produce the intended results.</li></ul>As with all investments, you may lose money by investing in the Strategy. 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>how the Strategys performance changed over the life of the Strategy; and</li></ul><ul type="square"><li>how the Strategys average annual returns for one year 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 Strategys website at www.AllianceBernstein.com (click on Individuals --U.S. then Pricing & Performance). The Strategys past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. <ul type="square"><li>how the Strategys performance changed over the life of the Strategy; and</li></ul><ul type="square"><li>how the Strategys average annual returns for one year and over the life of the Strategy compare to those of a broad-based securities market index.</li></ul> www.AllianceBernstein.com The Strategys 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 Strategys 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 0.00%. 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 0.0671 BEST QUARTER 2011-09-30 0.0322 WORST QUARTER 2011-12-31 0.0067 year-to-date unannualized return 2012-09-30 0 The annual returns in the bar chart are for the Strategys Class A shares and do not reflect sales loads. 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>how the Strategys performance changed over the life of the Strategy; and</li></ul><ul type="square"><li>how the Strategys average annual returns for one year 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 Strategys website at www.AllianceBernstein.com (click on Individuals U.S. then Pricing & Performance). The Strategys past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. <ul type="square"><li>how the Strategys performance changed over the life of the Strategy; and</li></ul><ul type="square"><li>how the Strategys average annual returns for one year and over the life of the Strategy compare to those of a broad-based securities market index. </li></ul> www.AllianceBernstein.com The Strategy seeks to limit global equities market risk by balancing long and short positions. To do this, the Strategy will buy, or take a long position in, equity securities of U.S. and non-U.S. companies that the Adviser believes are undervalued and more likely to appreciate and, at the same time, sell, or take short positions in, equity securities that the Adviser believes are overvalued and more likely to depreciate. Equity securities include common stocks, preferred stocks and ETFs that invest primarily in equity securities. The Strategy will be highly diversified and may invest across different industries, sectors and regions. While the Strategy will not target issuers of a particular size, most issuers will have larger capitalizations. Under normal circumstances, the Strategy 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 Strategy invests, under normal circumstances, in the equity securities of companies located in at least three countries. The Strategy expects to allocate its investments among eight geographic sleeves, with the size of the allocation depending upon the Advisers assessment of relative risks and returns. The sleeves are: the United States; Canada; Japan; Asia (other than Japan); the United Kingdom; Europe (other than the United Kingdom); Oceania (Australia and New Zealand); and the emerging markets. The Strategy intends to maintain approximately equal dollar exposures in long and short positions within each sleeve under normal circumstances. When the Strategy takes a long position, it purchases a stock outright. When the Strategy takes a short position, it sells at the current market price a stock it does not own but has borrowed in anticipation that the market price of the stock will decline. To complete, or close out, the short sale transaction, the Strategy buys the same stock in the market at a later date and returns it to the lender. The Strategy will make money if the market price of the borrowed stock goes down and the Strategy is able to replace it for less than it earned by selling it short. Alternatively, if the price of the stock goes up after the short sale and before the short position is closed, the Strategy will lose money because it will have to pay more to replace the borrowed stock than it received when it sold the stock short. By employing this long/short market neutral investment strategy, the Strategy seeks to limit its volatility relative to movements in the overall stock market and limit downside risk during market declines. The Strategy may achieve a gain if the securities in its long portfolio outperform the securities in its short portfolio, each taken as a whole. Conversely, it is expected that the Strategy will incur a loss if the securities in its short portfolio outperform the securities in its long portfolio. The Adviser attempts to achieve returns for the Strategy that exceed the return on short-term fixed-income securities. The Strategy may utilize derivatives, such as options, futures contracts, forwards, and swaps to a significant extent. Derivatives may provide a more efficient and economical exposure to equity markets than direct investments as well as a less expensive alternative to short selling. The Strategy may also use borrowings or other leverage for investment purposes. In determining when and to what extent to employ leverage or enter into derivatives transactions, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the costs of such transactions. The Adviser will consider the impact of derivatives in making its assessments of the Strategys risks. The resulting exposures to markets, sectors, regions, issuers or specific securities will be continuously monitored by the Adviser. 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 Strategys 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 Adviser selects securities for purchase or sale using both its own fundamental research and proprietary quantitative models. These models seek to assess the risk and return characteristics of the securities the Strategy will buy and sell and the impact those securities will have on the risk and return characteristics of the Strategys portfolio overall, taking into account various factors such as relative return trends (or momentum) and price-to-book values. The Adviser then evaluates these results in light of data concerning an issuers fundamentals and trading considerations. The Strategy expects to engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. A higher rate of portfolio turnover increases transaction expenses, which may negatively affect the Strategys performance. High portfolio turnover also may result in the realization of substantial net short-term capital gains, which, when distributed, are taxable to shareholders. 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 investors tax situation and are likely to differ from those shown; Are not relevant to investors who hold fund 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 C and Advisor Class shares because these Classes have different expense ratios; The annual returns in the bar chart are for the Strategys 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 0.88%. PERFORMANCE TABLE AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, 2011) 0.0217 0.0215 0.0143 0.0519 0.072 0.067 0.07 0.0727 0.001 -0.0082 -0.0083 -0.007 0.0168 0.0266 0.0217 0.0245 0.027 0.0011 2010-08-03 2010-08-03 2010-08-03 2010-08-03 2010-08-03 2010-08-03 2010-08-03 2010-08-03 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 investors tax situation and are likely to differ from those shown; Are not relevant to investors who hold fund 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 C and Advisor Class shares because these Classes have different expense ratios; <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleShareholderFeesAllianceBernsteinMarketNeutralStrategy-U.S. column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualFundOperatingExpensesAllianceBernsteinMarketNeutralStrategy-U.S. column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinMarketNeutralStrategyUS column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAnnualTotalReturnsAllianceBernsteinMarketNeutralStrategy-U.S.BarChart column period compact * ~</div> <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleAverageAnnualTotalReturnsTransposedAllianceBernsteinMarketNeutralStrategy-U.S. column period compact * ~</div> Calendar Year End (%) During the period shown in the bar chart, the Strategys: BEST QUARTER WAS UP 0.87%, 3RD QUARTER, 2011; AND WORST QUARTER WAS DOWN -1.42%, 4TH QUARTER, 2011. As with all investments, you may lose money by investing in the Strategy. <div style="display:none">~ http://www.AllianceBernstein.com/role/ScheduleExpenseExampleAllianceBernsteinMarketNeutralStrategyGlobal column period compact * ~</div> 0 0 0 0 0 0 Calendar Year End (%) During the period shown in the bar chart, the Strategys: BEST QUARTER WAS UP 3.22%, 3RD QUARTER, 2011; AND WORST QUARTER WAS UP 0.67%, 4TH QUARTER, 2011. November 1, 2013 2.7 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 24 of this Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for Class A Shares on page 72 of the Strategys Statement of Additional Information (SAI). year-to-date unannualized return 2012-09-30 0.0088 The annual returns in the bar chart are for the Strategys Class A shares and do not reflect sales loads. 2010-08-03 2010-08-03 The Strategys past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. 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 ("CDSC"), which may be subject to waiver in certain circumstances. For Class C shares, the CDSC is 0% after the first year. The Fee Waiver and/or Expense Reimbursement 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 prior to that date. Fees waived and expenses borne by the Adviser are subject to reimbursement until August 2, 2013. No reimbursement payment will be made that would cause the Strategy's Total Annualized Operating Expenses to exceed 1.55%, 2.25%, 1.75%, 1.50%, 1.25% and 1.25% of average daily net assets, respectively, for Class A, Class C, Class R, Class K, Class I and Advisor Class shares, excluding expenses associated with securities sold short, or to cause the Strategy's total payments to exceed the Strategy's total initial offering expenses. Assuming redemption at the end of the period, a 1% CDSC would increase the expenses by approximately $100. 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 Fee Waiver and/or Expense Reimbursement 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 prior to that date. Fees waived and expenses borne by the Adviser are subject to reimbursement until August 2, 2013. No reimbursement payment will be made that would cause the Strategy's Total Annualized Operating Expenses to exceed 1.60%, 2.30%, 1.80%, 1.55%, 1.30% and 1.30% of average daily net assets, respectively, for Class A, Class C, Class R, Class K, Class I and Advisor Class shares, excluding expenses associated with securities sold short, or to cause the Strategy's total payments to exceed the Strategy's total initial offering expenses. 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 08/03/10. 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