This is filed pursuant to Rule 497(c).
File Nos. 333-08153 and 811-07707.


(LOGO)                       ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT FUND, INC.

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c/o AllianceBernstein Investor Services, Inc.
P.O. Box 786003, San Antonio, Texas 78278-6003
Toll Free (800) 221-5672
For Literature: Toll Free (800) 227-4618

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                       STATEMENT OF ADDITIONAL INFORMATION
                                  March 1, 2006

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          This Statement of Additional Information ("SAI") is not a prospectus
but supplements and should be read in conjunction with the current prospectus
for the AllianceBernstein Real Estate Investment Fund, Inc. (the "Fund"), dated
March 1, 2006 that offers Class A, Class B, Class C and Advisor Class shares of
the Fund and the current prospectus dated March 1, 2006 that offers Class A,
Class R, Class K and Class I shares of the Fund (each a "Prospectus" and
together, the "Prospectuses"). Financial statements for the Fund for the year
ended November 30, 2005 are included in the annual report to shareholders and
are incorporated into this SAI by reference. Copies of the Prospectuses may be
obtained by contacting AllianceBernstein Investor Services, Inc. ("ABIS") at the
address or the "For Literature" telephone number shown above.

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

Description of the Fund......................................................
Management of the Fund.......................................................
Expenses of the Fund.........................................................
Purchase of Shares...........................................................
Redemption and Repurchase of Shares..........................................
Shareholder Services.........................................................
Net Asset Value..............................................................
Dividends, Distributions and Taxes...........................................
Portfolio Transactions.......................................................
General Information..........................................................
Financial Statements and Report of Independent
     Registered Public Accounting Firm
Appendix A:  Statement of Policies and Procedures
     for Voting Proxies......................................................A-1




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                             DESCRIPTION OF THE FUND

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          The Fund is an open-end investment company. Except as noted, the
Fund's investment objective and policies are not "fundamental" within the
meaning of the Investment Company Act of 1940 (the "1940 Act") and thus can be
changed by the Fund's Board of Directors without a shareholder vote. However,
the Fund will not change its investment objective without at least 60 days'
prior written notice to shareholders. There is no guarantee that the Fund will
achieve its investment objective.

          The term "net assets," as used in this SAI, means net assets plus any
borrowings.

Investment Objective
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          The Fund's investment objective is total return from long-term growth
of capital and income.

Investment Policies
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          The Fund invests primarily in equity securities of real estate
investment trusts or "REITS" and other real estate industry companies. Under
normal circumstances, the Fund invests at least 80% of its net assets in REITs
and other real estate industry companies. This policy will not be changed
without 60 days' prior written notice to shareholders. A "real estate industry
company" is a company that derives at least 50% of its gross revenues or net
profits from the ownership, development, construction, financing, management or
sale of commercial, industrial or residential real estate or interests therein.
The equity securities in which the Fund will invest for this purpose consist of
common stock, shares of beneficial interest of REITs and securities with common
stock characteristics, such as preferred stock or convertible securities ("Real
Estate Equity Securities"). AllianceBernstein L.P. (the "Adviser") will attempt
to purchase for the Fund Real Estate Equity Securities of companies whose
underlying portfolios are diversified geographically and by property type.

          The Fund may invest in (a) securities that directly or indirectly
represent participations in, or are collateralized by and payable from, mortgage
loans secured by real property ("Mortgage-Backed Securities"), such as mortgage
pass-through certificates, real estate mortgage investment conduit ("REMIC")
certificates and collateralized mortgage obligations ("CMOs") and (b) short-term
investments. The risks associated with the Fund's transactions in REMICs, CMOs
and other types of mortgage-backed securities, which are considered to be
derivative securities, may include some or all of the following: market risk,
leverage and volatility risk, correlation risk, credit risk and liquidity and
valuation risk. See "Risk Considerations--Risk Factors Associated with the Real
Estate Industry" in your Prospectus for a description of these and other risks.

          As to any investment in Real Estate Equity Securities, the analysis of
the Adviser will focus on determining the degree to which the company involved
can achieve sustainable growth in cash flow and dividend paying capability. The
Adviser believes that the primary determinant of this capability is the economic
viability of property markets in which the company operates and that the
secondary determinant of this capability is the ability of management to add
value through strategic focus and operating expertise. The Fund will purchase
Real Estate Equity Securities when, in the judgment of the Adviser, their market
price does not adequately reflect this potential. In making this determination,
the Adviser will take into account fundamental trends in underlying property
markets as determined by proprietary models, site visits conducted by
individuals knowledgeable in local real estate markets, price-earnings ratios
(as defined for real estate companies), cash flow growth and stability, the
relationship between asset value and market price of the securities, dividend
payment history, and such other factors which the Adviser may determine from
time to time to be relevant.

          The Fund may invest without limitation in shares of REITs. REITs are
pooled investment vehicles which invest primarily in income producing real
estate or real estate related loans or interests. REITs are generally classified
as equity REITs, mortgage REITs or a combination of equity and mortgage REITs.
Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages and
derive income from the collection of interest payments. Similar to investment
companies such as the Fund, REITs are not taxed on income distributed to
shareholders provided they comply with several requirements of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The Fund will indirectly
bear its proportionate share of expenses incurred by REITs in which the Fund
invests in addition to the expenses incurred directly by the Fund. The Fund may
invest up to 5% of its total assets in Real Estate Equity Securities of non-U.S.
issuers.

          The Adviser believes that an in-depth understanding of regional
supply/demand balances by property type (current and forecast) and information
that may be particular to certain geographical real estate regions, such as
local development restrictions, are critical to real estate investing. The
Adviser also believes investment evaluations must include an assessment of the
properties owned by each of the companies it considers for investment and their
exposure to regional fundamentals as described above. In addition, the Adviser
seeks to understand development projects for each company it considers for
inclusion in The Fund, and the exposure of properties under development to
regional fundamentals as described above. To complement internal research and
enhance its knowledge of the markets, the Adviser will, from time to time,
access external consulting materials, special studies and advisory
relationships.

Additional Investment Policies and Practices
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          To the extent not described in the Prospectuses, set forth below is
additional information regarding the Fund's investment policies and practices.

          Convertible Securities. The Fund may invest in convertible securities
of issuers whose common stocks are eligible for purchase by the Fund under the
investment policies described above. Convertible securities include bonds,
debentures, corporate notes and preferred stocks. Convertible securities are
instruments that are convertible at a stated exchange rate into common stock.
Prior to their conversion, convertible securities have the same general
characteristics as non-convertible securities that provide a stable stream of
income with generally higher yields than those of equity securities of the same
or similar issuers. The market value of convertible securities tends to decline
as interest rates increase and, conversely, to increase as interest rates
decline. While convertible securities generally offer lower interest yields than
non-convertible debt securities of similar quality, they do enable the investor
to benefit from increases in the market price of the underlying common stock.

          When the market price of the common stock underlying a convertible
security increases, the price of the convertible security increasingly reflects
the value of the underlying common stock and may rise accordingly. As the market
price of the underlying common stock declines, the convertible security tends to
trade increasingly on a yield basis, and thus may not depreciate to the same
extent as the underlying common stock. Convertible securities rank senior to
common stocks in an issuer's capital structure. They are consequently of higher
quality and entail less risk than the issuer's common stock, although the extent
to which such risk is reduced depends in large measure upon the degree to which
the convertible security sells above its value as a fixed income security.

Derivatives
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          The Fund may, but is not required to, use derivatives for risk
management purposes or as part of its investment practices. Derivatives are
financial contracts whose value depends on, or is derived from, the value of an
underlying asset, reference rate or index. These assets, rates, and indices may
include bonds, stocks, mortgages, commodities, interest rates, currency exchange
rates, bond indices and stock indices. Derivatives may be (i) standardized,
exchange-traded contracts or (ii) customized, privately-negotiated contracts.
Exchange-traded derivatives tend to be more liquid and subject to less credit
risk than those that are privately negotiated. The Fund may use derivatives to
earn income and enhance returns, to hedge or adjust the risk profile of a
portfolio and either to replace more traditional direct investments or to obtain
exposure to otherwise inaccessible markets.

          The four principal types of derivatives, which include options,
futures, forwards and swaps, as well as the methods in which they may be used by
the Fund are described below.

          Options. An option, which may be standardized and exchange-traded, or
customized and privately negotiated, is an agreement that, for a premium payment
or fee, gives the option holder (the buyer) the right but not the obligation to
buy or sell the underlying asset (or settle for cash an amount based on an
underlying asset, rate or index) at a specified price (the exercise price)
during a period of time or on a specified date. A call option entitles the
holder to purchase, and a put option entitles the holder to sell, the underlying
asset (or settle for cash an amount based on an underlying asset, rate or
index). Likewise, when an option is exercised the writer of the option is
obligated to sell (in the case of a call option) or to purchase (in the case of
a put option) the underlying asset (or settle for cash an amount based on an
underlying asset, rate or index). Investments in options are considered
speculative. The Fund may lose the premium paid for them if the price of the
underlying security or other asset decreased or remained the same (in the case
of a call option) or increased or remained the same (in the case of a put
option). If a put or call option purchased by the Fund were permitted to expire
without being sold or exercised, its premium would represent a loss to the Fund.

          Futures. A futures contract is an agreement that obligates the buyer
to buy and the seller to sell a specified quantity of an underlying asset (or
settle for cash the value of a contract based on an underlying asset, rate or
index) at a specific price on the contract maturity date. Futures contracts are
standardized, exchange-traded instruments and are fungible (i.e., considered to
be perfect substitutes for each other). This fungibility allows futures
contracts to be readily offset or cancelled through the acquisition of equal but
opposite positions, which is the primary method in which futures contracts are
liquidated. A cash-settled futures contract does not require physical delivery
of the underlying asset but instead is settled for cash equal to the difference
between the values of the contract on the date it is entered into and its
maturity date.

          Forward Contracts. A forward contract is a customized, privately
negotiated agreement for one party to buy, and the other party to sell, a
specific quantity of an underlying commodity or other tangible asset for an
agreed-upon price at a future date. A forward contract generally is settled by
physical delivery of the commodity or other tangible asset underlying the
forward contract to an agreed upon location at a future date (rather than
settled by cash) or will be rolled forward into a new forward contract.
Non-deliverable forwards ("NDFs") specify a cash payment upon maturity. NDFs are
normally used when the market for physical settlement of the currency is
underdeveloped, heavily regulated or highly taxed.

          Swaps. A swap is a customized, privately negotiated agreement that
obligates two parties to exchange a series of cash flows at specified intervals
(payment dates) based upon or calculated by reference to changes in specified
prices or rates (interest rates in the case of interest rate swaps, currency
exchange rates in the case of currency swaps) for a specified amount of an
underlying asset (the "notional" principal amount). The payment flows are netted
against each other, with the difference being paid by one party to the other.
Except for currency swaps, the notional principal amount is used solely to
calculate the payment streams but is not exchanged. With respect to currency
swaps, actual principal amounts of currencies may be exchanged by the
counterparties at the initiation, and again upon the termination, of the
transaction. Swap transactions also include credit default swaps in which one
party pays a periodic fee, typically expressed in basis points on a notational
amount, in return for a contingent payment by the counterparty following a
credit event in a specific debt obligation or obligations. A credit event is
typically a default and the contingent payment may be a cash settlement or by
physical delivery of the reference obligation in return for payment of its face
amount.

          Risks of Derivatives. Investment techniques employing such derivatives
involve risks different from, and, in certain cases, greater than, the risks
presented by more traditional investments. Following is a general discussion of
important risk factors and issues concerning the use of derivatives that
investors should understand in considering the proposed amendment of the Fund's
investment policies.

          -- Market Risk. This is the general risk attendant to all investments
          that the value of a particular investment will change in a way
          detrimental to the Fund's interest.

          -- Management Risk. Derivative products are highly specialized
          instruments that require investment techniques and risk analyses
          different from those associated with stocks and bonds. The use of a
          derivative requires an understanding not only of the underlying
          instrument but also of the derivative itself, without the benefit of
          observing the performance of the derivative under all possible market
          conditions. In particular, the use and complexity of derivatives
          require the maintenance of adequate controls to monitor the
          transactions entered into, the ability to assess the risk that a
          derivative adds to the Fund's investment portfolio, and the ability to
          forecast price, interest rate or currency exchange rate movements
          correctly.

          -- Credit Risk. This is the risk that a loss may be sustained by the
          Fund as a result of the failure of another party to a derivative
          (usually referred to as a "counterparty") to comply with the terms of
          the derivative contract. The credit risk for exchange-traded
          derivatives is generally less than for privately negotiated
          derivatives, since the clearinghouse, which is the issuer or
          counterparty to each exchange-traded derivative, provides a guarantee
          of performance. This guarantee is supported by a daily payment system
          (i.e., margin requirements) operated by the clearinghouse in order to
          reduce overall credit risk. For privately negotiated derivatives,
          there is no similar clearing agency guarantee. Therefore, the Fund
          considers the creditworthiness of each counterparty to a privately
          negotiated derivative in evaluating potential credit risk.

          -- Liquidity Risk. Liquidity risk exists when a particular instrument
          is difficult to purchase or sell. If a derivative transaction is
          particularly large or if the relevant market is illiquid (as is the
          case with many privately negotiated derivatives), it may not be
          possible to initiate a transaction or liquidate a position at an
          advantageous price.

          -- Leverage Risk. Since many derivatives have a leverage component,
          adverse changes in the value or level of the underlying asset, rate or
          index can result in a loss substantially greater than the amount
          invested in the derivative itself. In the case of swaps, the risk of
          loss generally is related to a notional principal amount, even if the
          parties have not made any initial investment. Certain derivatives have
          the potential for unlimited loss, regardless of the size of the
          initial investment.

          -- Other Risks. Other risks in using derivatives include the risk of
          mispricing or improper valuation of derivatives and the inability of
          derivatives to correlate perfectly with underlying assets, rates and
          indices. Many derivatives, in particular privately negotiated
          derivatives, are complex and often valued subjectively. Improper
          valuations can result in increased cash payment requirements to
          counterparties or a loss of value to the Fund. Derivatives do not
          always perfectly or even highly correlate or track the value of the
          assets, rates or indices they are designed to closely track.
          Consequently, the Fund's use of derivatives may not always be an
          effective means of, and sometimes could be counterproductive to,
          furthering the Fund's investment objective.

          Use of Options, Futures, Forwards and Swaps by the Fund.

          Credit Default Swap Agreements. The "buyer" in a credit default swap
contract is obligated to pay the "seller" a periodic stream of payments over the
term of the contract in return for a contingent payment upon the occurrence of a
credit event with respect to an underlying reference obligation. Generally, a
credit event means bankruptcy, failure to pay, obligation acceleration or
modified restructuring. The Fund may be either the buyer or seller in the
transaction. As a seller, the Fund receives a fixed rate of income throughout
the term of the contract, which typically is between one month and ten years,
provided that no credit event occurs. If a credit event occurs, the Fund
typically must pay the contingent payment to the buyer, which is typically the
"par value" (full notional value) of the reference obligation. The contingent
payment may be a cash settlement or by physical delivery of the reference
obligation in return for payment of the face amount of the obligation. If the
Fund is a buyer and no credit event occurs, the Fund it will lose its periodic
stream of payments over the term of the contract. However, if a credit event
occurs, the buyer typically receives full notional value for a reference
obligation that may have little or no value.

          Credit default swaps may involve greater risks than if the Fund had
invested in the reference obligation directly. Credit default swaps are subject
to general market risk, liquidity risk and credit risk. As noted above, if the
Fund is a buyer and no credit event occurs, it will lose its periodic stream of
payments over the term of the contract. In addition, the value of the reference
obligation received by the Fund as a seller if a credit event occurs, coupled
with the periodic payments previously received, may be less than the full
notional value it pays to the buyer, resulting in a loss of value to the Fund.

          The Fund will not enter into a credit default swap if the swap
provides for settlement by physical delivery and such delivery would result in
the Fund investing in securities rated below BBB- or Baa3 or not maintaining an
average aggregate credit rating of at least A-.

          Synthetic Foreign Equity Securities. The Fund may invest in a form of
synthetic foreign equity securities, referred to as international warrants.
International warrants are financial instruments issued by banks or other
financial institutions, which may or may not be traded on a foreign exchange.
International warrants are a form of derivative security that may give holders
the right to buy or sell an underlying security or a basket of securities
representing an index from or to the issuer for a particular price or may
entitle holders to receive a cash payment relating to the value of the
underlying security or index. International warrants are similar to options in
that they are exercisable by the holder for an underlying security or the value
of that security, but are generally exercisable over a longer term than typical
options. These types of instruments may be American style exercise, which means
that they can be exercised at any time on or before the expiration date of the
international warrant, or European style exercise, which means that they may be
exercised only on the expiration date. International warrants have an exercise
price, which is fixed when the warrants are issued.

          The Fund normally will invest in covered warrants, which entitle the
holder to purchase from the issuer common stock of an international company or
receive a cash payment (generally in U.S. dollars). The cash payment is
calculated according to a predetermined formula. The Fund may invest in low
exercise price warrants, which are warrants with an exercise price that is very
low relative to the market price of the underlying instrument at the time of
issue (e.g., one cent or less). The buyer of a low exercise price warrant
effectively pays the full value of the underlying common stock at the outset. In
the case of any exercise of warrants, there may be a time delay between the time
a holder of warrants gives instructions to exercise and the time the price of
the common stock relating to exercise or the settlement date is determined,
during which time the price of the underlying security could change
significantly. In addition, the exercise or settlement date of the warrants may
be affected by certain market disruption events, such as difficulties relating
to the exchange of a local currency into U.S. dollars, the imposition of capital
controls by a local jurisdiction or changes in the laws relating to foreign
investments. These events could lead to a change in the exercise date or
settlement currency of the warrants, or postponement of the settlement date. In
some cases, if the market disruption events continue for a certain period of
time, the warrants may become worthless resulting in a total loss of the
purchase price of the warrants.

          The Fund will acquire covered warrants issued by entities deemed to be
creditworthy by the Adviser, who will monitor the creditworthiness of the
issuers on an on-going basis. Investments in these instruments involve the risk
that the issuer of the instrument may default on its obligation to deliver the
underlying security or cash in lieu thereof. These instruments may also be
subject to liquidity risk because there may be a limited secondary market for
trading the warrants. They are also subject, like other investments in foreign
securities, to foreign risk and currency risk.

          International warrants also include equity warrants, index warrants,
and interest rate warrants. Equity warrants are generally issued in conjunction
with an issue of bonds or shares, although they also may be issued as part of a
rights issue or scrip issue. When issued with bonds or shares, they usually
trade separately from the bonds or shares after issuance. Most warrants trade in
the same currency as the underlying stock (domestic warrants), but also may be
traded in different currency (euro-warrants). Equity warrants are traded on a
number of foreign exchanges and in over-the-counter markets. Index warrants and
interest rate warrants are rights created by an issuer, typically a financial
institution, entitling the holder to purchase, in the case of a call, or sell,
in the case of a put, respectively, an equity index or a specific bond issue or
interest rate index at a certain level over a fixed period of time. Index
warrants transactions settle in cash, while interest rate warrants can typically
be exercised in the underlying instrument or settle in cash.

          The Fund also may invest in long-term options of, or relating to,
international issuers. Long-term options operate much like covered warrants.
Like covered warrants, long term-options are call options created by an issuer,
typically a financial institution, entitling the holder to purchase from the
issuer outstanding securities of another issuer. Long-term options have an
initial period of one year or more, but generally have terms between three and
five years. Unlike U.S. options, long-term European options do not settle
through a clearing corporation that guarantees the performance of the
counterparty. Instead, they are traded on an exchange and subject to the
exchange's trading regulations.

Forward Commitments and When-Issued and Delayed Delivery Securities
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          Forward commitments for the purchase or sale of securities may include
purchases on a "when-issued" basis or purchases or sales on a "delayed delivery"
basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a merger,
corporate reorganization or debt restructuring (i.e., a "when, as and if issued"
trade). When forward commitment transactions are negotiated, the price is fixed
at the time the commitment is made, the Fund does not pay for the securities
until they are received, and the Fund is required to create a segregated account
with its custodian and to maintain in that account liquid assets in an amount
equal to or greater than, on a daily basis, the amount of the Fund's forward
commitments and "when-issued" or "delayed delivery" commitments.

          Forward commitments include "To be announced" ("TBA") mortgage-backed
securities, which are contracts for the purchase or sale of mortgage-backed
securities to be delivered at a future agreed-upon date, whereby the specific
mortgage pool numbers or the number of pools that will be delivered to fulfill
the trade obligation or terms of the contract are unknown at the time of the
trade. Subsequent to the time of the trade, a mortgage pool or pools guaranteed
by GNMA, FNMA or FHLMC (including fixed rate or variable rate mortgages) are
allocated to the TBA mortgage-backed securities transactions.

          At the time the Fund intends to enter into a forward commitment, it
will record the transaction and thereafter reflect the value of the security
purchased or, if a sale, the proceeds to be received, in determining its net
asset value. Any unrealized appreciation or depreciation reflected in such
valuation of a "when, as and if issued" security would be canceled in the event
that the required conditions did not occur and the trade was canceled.

          The Fund will enter into forward commitments and make commitments to
purchase securities on a "when-issued" or "delayed delivery" basis only with the
intention of actually acquiring the securities. However, the Fund may sell these
securities before the settlement date if, in the opinion of the Adviser, it is
deemed advisable as a matter of investment strategy.

          Although the Fund does not intend to enter into forward commitments
for speculative purposes and the Fund intends to adhere to the provisions of
Securities and Exchange Commission (the "Commission") policies, purchases of
securities on such bases may involve more risk than other types of purchases.
For example, by committing to purchase securities in the future, the Fund
subjects itself to a risk of loss on such commitments as well as on its
portfolio securities. Also, the Fund may have to sell assets which have been set
aside in order to meet redemptions. In addition, if the Fund determines it is
advisable as a matter of investment strategy to sell the forward commitment or
"when-issued" or "delayed delivery" securities before delivery, the Fund may
incur a gain or loss because of market fluctuations since the time the
commitment to purchase such securities was made. Any such gain or loss would be
treated as a capital gain or loss for tax purposes. When the time comes to pay
for the securities to be purchased under a forward commitment or on a
"when-issued" or "delayed delivery" basis, the Fund will meet its obligations
from the then available cash flow or the sale of securities, or, although it
would not normally expect to do so, from the sale of the forward commitment or
"when-issued" or "delayed delivery" securities themselves (which may have a
value greater or less than the Fund's payment obligation). In addition, no
interest or dividends accrue to the purchaser prior to the settlement date for
securities purchased or sold under a forward commitment.

Foreign Securities
- ------------------

          The Fund may invest in foreign securities. The Fund may be adversely
affected by delays in, or a refusal to grant, any required governmental
repatriation, as well as by the application of other restrictions on investment.
Investing in local markets may require the Fund to adopt special procedures or
seek local government approval or other actions, any of which may involve
additional costs to the Fund. These factors may affect the liquidity of the
Fund's investments in any country and the Fund will monitor the effect of any
such factor or factors on the Fund's investments. Transaction costs including
brokerage commissions for transactions both on and off the securities exchanges
in many foreign countries are generally higher than in the United States.

          The economies of individual foreign countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product or gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency, and balance of payments position. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes,
governmental regulation, political or social instability, revolutions, wars or
diplomatic developments could adversely affect the economy of a foreign country.
In the event of expropriation, nationalization, or other confiscation, the Fund
could lose its entire investment in the securities of the country involved. In
addition, laws in foreign countries governing business organizations, bankruptcy
and insolvency may provide less protection to security holders such as the Fund
than that provided by U.S. laws.

Illiquid Securities and Non-Publicly Traded Securities
- ------------------------------------------------------

          The Fund will not invest in illiquid securities if immediately after
such investment more than 15% or such other amount permitted by guidance
regarding the 1940 Act of the Fund's net assets would be invested in such
securities. For this purpose, illiquid securities include, among others, (a)
direct placements or other securities which are subject to legal or contractual
restrictions on resale or for which there is no readily available market (e.g.,
trading in the security is suspended or, in the case of unlisted securities,
market makers do not exist or will not entertain bids or offers), (b) options
purchased by the Fund over-the-counter and the cover for options written by the
Fund over-the-counter, and (c) repurchase agreements not terminable within seven
days. Securities that have legal or contractual restrictions on resale but have
a readily available market are not deemed illiquid for purposes of this
limitation.

          Mutual funds do not typically hold a significant amount of restricted
securities (securities that are subject to restrictions on resale to the general
public) or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a mutual fund might be
unable to dispose of restricted or other illiquid securities promptly or at
reasonable prices and might thereby experience difficulty satisfying redemptions
within seven days. A mutual fund may also have to take certain steps or wait a
certain amount of time in order to remove the transfer restrictions for such
restricted securities in order to dispose of them, resulting in additional
expense and delay.

          Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act") allows a broader institutional trading market for securities
otherwise subject to restriction on resale to the general public. Rule 144A
establishes a "safe harbor" from the registration requirements of the Securities
Act for resales of certain securities to qualified institutional buyers. An
insufficient number of qualified institutional buyers interested in purchasing
certain restricted securities held by the Fund, however, could affect adversely
the marketability of such portfolio securities and the Fund might be unable to
dispose of such securities promptly or at reasonable prices.

          The Adviser, acting under the supervision of the Board of Directors,
will monitor the liquidity of restricted securities in the Fund that are
eligible for resale pursuant to Rule 144A. In reaching liquidity decisions, the
Adviser will consider, among others, the following factors: (1) the frequency of
trades and quotes for the security; (2) the number of dealers issuing quotations
to purchase or sell the security; (3) the number of other potential purchasers
of the security; (4) the number of dealers undertaking to make a market in the
security; (5) the nature of the security (including its unregistered nature) and
the nature of the marketplace for the security (e.g., the time needed to dispose
of the security, the method of soliciting offers and the mechanics of the
transfer); and (6) any applicable Commission interpretation or position with
respect to such type of securities.


Investment in Other Investment Companies
- ----------------------------------------

          The Fund may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act or
the rules and regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations of, or
exemptive orders under, the 1940 Act or the rules or regulations thereunder
published by appropriate regulatory authorities.

Lending of Portfolio Securities
- -------------------------------

          The Fund may seek to increase income by lending portfolio securities.
A principal risk in lending portfolio securities, as with other extensions of
credit, consists of the possible loss of rights in the collateral should the
borrower fail financially. In addition, the Fund may be exposed to the risk that
the sale of any collateral realized upon the borrower's default will not yield
proceeds sufficient to replace the loaned securities. In determining whether to
lend securities to a particular borrower, the Adviser will consider all relevant
facts and circumstances, including the creditworthiness of the borrower. The
loans would be made only to firms deemed by the Adviser to be of good standing,
and when, in the judgment of the Adviser, the consideration that can be earned
currently from securities loans of this type justifies the attendant risk. The
Fund may lend portfolio securities to the extent permitted under the 1940 Act or
the rules and regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations of, or
exemptive orders under, the 1940 Act.

          Under present regulatory policies, including those of the Board of
Governors of the Federal Reserve System and the Commission, such loans may be
made only to member firms of the New York Stock Exchange (the "Exchange") and
will be required to be secured continuously by collateral in cash, cash
equivalents, or U.S. Treasury Bills maintained on a current basis at an amount
at least equal to the market value of the securities loaned. The Fund will have
the right to call a loan and obtain the securities loaned at any time on five
days' notice. While securities are on loan, the borrower will pay the Fund any
income from the securities. The Fund may invest any cash collateral in portfolio
securities and earn additional income or receive an agreed-upon amount of income
from a borrower who has delivered equivalent collateral. Any such investment of
cash collateral will be subject to the Fund's investment risks.

          The Fund will not, however, have the right to vote any securities
having voting rights during the existence of the loan. The Fund will have the
right to regain record ownership of loaned securities or equivalent securities
in order to exercise ownership rights such as voting rights, subscription rights
and rights to dividends, interest, or distributions.

          The Fund may pay reasonable finders', administrative, and custodial
fees in connection with a loan.

Repurchase Agreements
- ---------------------

          A repurchase agreement is an agreement by which the Fund purchases a
security and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed upon price and date, normally one day or a few days later.
The resale price is greater than the purchase price, reflecting an agreed-upon
"interest rate" that is effective for the period of time the buyer's money is
invested in the security, and which is related to the current market rate of the
purchased security rather than its coupon rate. During the term of the
repurchase agreement, the Fund monitors on a daily basis the market value of the
securities subject to the agreement and, if the market value of the securities
falls below the resale amount provided under the repurchase agreement, the
seller under the repurchase agreement is required to provide additional
securities equal to the amount by which the market value of the securities falls
below the resale amount. Because a repurchase agreement permits the Fund to
invest temporarily available cash on a fully-collateralized basis, repurchase
agreements permit the Fund to earn a return on temporarily available cash while
retaining "overnight" flexibility in pursuit of investments of a longer-term
nature. Repurchase agreements may exhibit the characteristics of loans by the
Fund.

          The obligation of the seller under the repurchase agreement is not
guaranteed, and there is a risk that the seller may fail to repurchase the
underlying security, whether because of the seller's bankruptcy or otherwise. In
such event, the Fund would attempt to exercise its rights with respect to the
underlying security, including possible sale of the securities. The Fund may
incur various expenses in the connection with the exercise of its rights and may
be subject to various delays and risks of loss, including (a) possible declines
in the value of the underlying securities, (b) possible reduction in levels of
income and (c) lack of access to the securities (if they are held through a
third-party custodian) and possible inability to enforce the Fund's rights. The
Fund's Board of Directors has established procedures, which are periodically
reviewed by the Board, pursuant to which the Adviser monitors the
creditworthiness of the dealers with which the Fund enters into repurchase
agreement transactions.

          The Fund may enter into repurchase agreements pertaining to U.S.
Government Securities with member banks of the Federal Reserve System or
"primary dealers" (as designated by the Federal Reserve Bank of New York) in
such securities. There is no percentage restriction on the Fund's ability to
enter into repurchase agreements. Currently, the Fund intends to enter into
repurchase agreements only with its custodian and such primary dealers.

Short Sales
- -----------

          When engaging in a short sale, in addition to depositing collateral
with a broker-dealer, the Fund is currently required under the 1940 Act to
establish a segregated account with its custodian and to maintain therein liquid
assets in an amount that, when added to cash or securities deposited with the
broker-dealer, will at all times equal at least 100% of the current market value
of the security sold short.

Short-Term Investments
- ----------------------

          The Fund may invest in short-term investments including corporate
commercial paper and other short-term commercial obligations, in each case rated
or issued by companies with similar securities outstanding that are rated
Prime-1, Aa3 or better by Moody's or A-1, AA- or better by S&P; obligations
(including certificates of deposit, time deposits, demand deposits, and bankers'
acceptances) of banks with securities outstanding that are rated Prime-1, Aa3 or
better by Moody's or A-1, AA- or better by S&P; and obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities with
remaining maturities not exceeding 18 months.

          The Fund may invest in debt securities rated BBB- or higher by S&P or
Baa3 or higher by Moody's or, if not rated, of equivalent credit quality as
determined by the Adviser. The Fund expects that it will not retain a debt
security that is downgraded below BBB- or Baa3 (or an equivalent rating) or, if
not rated, determined by the Adviser to have undergone similar credit quality
deterioration, subsequent to purchase by the Fund. For additional information
about securities ratings, please see "Additional Investment Policies and
Practices - Securities Ratings" below.

Standby Commitment Agreements
- -----------------------------

          Investments in standby commitments will be limited so that the
aggregate purchase price of the securities subject to the commitments will not
exceed 25%. The purchase of a security subject to a standby commitment agreement
and the related commitment fee will be recorded on the date on which the
security can reasonably be expected to be issued and the value of the security
will thereafter be reflected in the calculation of the Fund's NAV. The cost
basis of the security will be adjusted by the amount of the commitment fee. In
the event the security is not issued, the commitment fee will be recorded as
income on the expiration date of the standby commitment. The Fund will at all
times maintain a segregated account with its custodian of liquid assets in an
aggregate amount equal to the purchase price of the securities underlying the
commitment.

          There can be no assurance that the securities subject to a standby
commitment will be issued and, the value of the security, if issued, on the
delivery date may be more or less than its purchase price. Since the issuance of
the security underlying the commitment is at the option of the issuer, the Fund
will bear the risk of capital loss in the event the value of the security
declines and may not benefit from an appreciation in the value of the security
during the commitment period if the issuer decides not to issue and sell the
security to the Fund.

Additional Risk Considerations for Real Estate Investments
- ----------------------------------------------------------

          If the Fund receives rental income or income from the disposition of
real property acquired as a result of a default on securities the Fund owns, the
receipt of such income may adversely affect the Fund's ability to retain its tax
status as a regulated investment company. Investments by the Fund in securities
of companies providing mortgage servicing will be subject to the risks
associated with refinancings and their impact on servicing rights.

          REITs are subject to the possibilities of failing to qualify for
tax-free pass-through of income under the Code and failing to maintain their
exemptions from registration under the 1940 Act. REITs (especially mortgage
REITs) also are subject to interest rate risks. When interest rates decline, the
value of a REIT's investment in fixed-rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of a REIT's investment in
fixed-rate obligations can be expected to decline. In contrast, as interest
rates on adjustable rate mortgage loans are reset periodically, yields on a
REIT's investments in such loans will gradually align themselves to reflect
changes in market interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate fluctuations than would
investments in fixed rate obligations.

Securities Ratings
- ------------------

          The ratings of fixed-income securities by nationally recognized
statistical rating organizations including Standard & Poor's Rating Services,
Moody's Investors Services, Inc., Fitch Ratings ("Fitch"), Dominion Bond Rating
Service Ltd. and A.M. Best Company are a generally accepted barometer of credit
risk. They are, however, subject to certain limitations from an investor's
standpoint. The rating of an issuer is heavily weighted by past developments and
does not necessarily reflect probable future conditions. There is frequently a
lag between the time a rating is assigned and the time it is updated. In
addition, there may be varying degrees of difference in credit risk of
securities within each rating category.

          The Adviser generally uses ratings issued by S&P, Moody's, Fitch and
Dominion Bond Rating Service Ltd. Some securities are rated by more than one of
these ratings agencies, and the ratings assigned to the security by the rating
agencies may differ. In such an event and for purposes of determining compliance
with restrictions on investments for the Fund, if a security is rated by two or
more rating agencies, the Adviser will deem the security to be rated at the
highest rating. For example, if a security is rated by Moody's and S&P only,
with Moody's rating the security as Ba and S&P as BBB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Baa by Moody's and BBB by
S&P). Or, if a security is rated by Moody's, S&P and Fitch, with Moody's rating
the security as Ba1, S&P as BBB and Fitch as BB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Ba1 by Moody's, BBB by S&P
and BBB by Fitch).

          Unless otherwise indicated, references to securities ratings by one
rating agency in this SAI shall include the equivalent rating by another rating
agency.

          Defensive Position. For temporary defensive purposes, the Fund may
vary from its investment objectives during periods in which conditions in
securities markets or other economic or political conditions warrant. During
such periods, the Fund may increase without limit its position in short-term,
liquid, high-grade debt securities, which may include securities issued by the
U.S. government, its agencies and, instrumentalities ("U.S. Government
Securities"), bank deposits, money market instruments, short-term (for this
purpose, securities with a remaining maturity of one year or less) debt
securities, including notes and bonds, and short-term foreign currency
denominated debt securities rated A- or higher by Moody's Investors Service,
Inc. ("Moody's"), Standard & Poor's Ratings Services ("S&P") or Fitch Ratings
("Fitch") or, if not so rated, of equivalent investment quality as determined by
the Adviser.

          Subject to its policy of investing at least 80% of its total assets in
equity securities of real estate investment trusts and other real estate
industry companies, the Fund may also at any time temporarily invest funds
awaiting reinvestment or held as reserves for dividends and other distributions
to shareholders in money market instruments referred to above.

Fundamental Investment Policies
- -------------------------------

          The following restrictions, which supplement those set forth in your
Prospectus, may not be changed without approval by the vote of a majority of the
Fund's outstanding voting securities, which means the affirmative vote of the
holders of (i) 67% or more or the shares represented at a meeting at which more
than 50% of the outstanding shares are represented, or (ii) more than 50% of the
outstanding shares, whichever is less.

          To reduce investment risk, as a matter of fundamental policy the Fund
may not:

          (a) concentrate investments in an industry, other than the real estate
industry, as concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may be amended
from time to time) or by guidance regarding, interpretations of, or exemptive
orders under, the 1940 Act or the rules or regulations thereunder published by
appropriate regulatory authorities;

          (b) issue any senior security (as that term is defined in the 1940
Act) or borrow money, except to the extent permitted by the 1940 Act or the
rules and regulations thereunder (as such statute, rules or regulations may be
amended from time to time) or by guidance regarding, or interpretations of, or
exemptive orders under, the 1940 Act or the rules or regulations thereunder
published by appropriate regulatory authorities. For purposes of this
restriction, margin and collateral arrangements, including, for example, with
respect to permitted borrowings, options, futures contracts, options on futures
contracts and other derivatives such as swaps are not deemed to involve the
issuance of a senior security;

          (c) make loans except through (i) the purchase of debt obligations in
accordance with its investment objective and policies; (ii) the lending of
portfolio securities; (iii) the use of repurchase agreements; or (iv) the making
of loans to affiliated funds as permitted under the 1940 Act, the rules and
regulations thereunder (as such statutes, rules or regulations may be amended
from time to time), or by guidance regarding, and interpretations of, or
exemptive orders under, the 1940 Act;

          (d) purchase or sell real estate except that it may dispose of real
estate acquired as a result of the ownership of securities or other instruments.
This restriction does not prohibit the Fund from investing in securities or
other instruments backed by real estate or in securities of companies engaged in
the real estate business;

          (e) purchase or sell commodities regulated by the Commodity Futures
Trading Commission under the Commodity Exchange Act or commodities contracts
except for futures contracts and options on futures contracts; or

          (f) act as an underwriter of securities, except that the Fund may
acquire restricted securities under circumstances in which, if such securities
were sold, the Fund might be deemed to be an underwriter for purposes of the
Securities Act.

          As a fundamental policy, the Fund is diversified (as that term is
defined in the 1940 Act). This means that at least 75% of the Fund's assets
consist of:


          o    Cash or cash items;
          o    Government securities;
          o    Securities of other investment companies; and
          o    Securities of any one issuer that represent not more than 10% of
               the outstanding voting securities of the issuer of the securities
               and not more than 5% of the total assets of the Fund.

Non-Fundamental Investment Policy
- ---------------------------------

          The Fund may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the Commission under the 1940 Act or
by guidance regarding the 1940 Act, or interpretations thereof, and (ii) that
the Fund may obtain such short-term credits as are necessary for the clearance
of portfolio transactions, and the Fund may make margin payments in connection
with futures contracts, options, forward contracts, swaps, caps, floors, collars
and other financial instruments.

- --------------------------------------------------------------------------------

                             MANAGEMENT OF THE FUND

- --------------------------------------------------------------------------------

Adviser
- -------

          The Adviser, a Delaware limited partnership with principal offices at
1345 Avenue of the Americas, New York, New York 10105, has been retained under
an investment advisory agreement (the "Advisory Agreement") to provide
investment advice and, in general, to conduct the management and investment
program of the Fund under the supervision of the Fund's Board of Directors (see
"Management of the Fund" in the Prospectuses).

          The Adviser is a leading global investment management firm supervising
client accounts with assets as of December 31, 2005, totaling approximately $579
billion. The Adviser provides management services for many of the largest U.S.
public and private employee benefit plans, endowments, foundations, public
employee retirement funds, banks, insurance companies and high net worth
individuals worldwide. The Adviser is also one of the largest mutual fund
sponsors, with a diverse family of globally distributed mutual fund portfolios.
As one of the world's leading global investment management organizations, the
Adviser is able to compete for virtually any portfolio assignment in any
developed capital market in the world.

          The Adviser is a registered investment adviser under the Investment
Advisers Act of 1940, as amended. As of September 30, 2005, AllianceBernstein
Holding, L.P. ("Holding"), a Delaware limited partnership, owned
approximately 32.1% of the issued and outstanding units of limited partnership
interest in the Adviser ("Alliance Units"). Units representing assignments of
beneficial ownership of limited partnership interests in Holding ("Holding
Units") trade publicly on the Exchange under the ticker symbol "AC." Alliance
Units do not trade publicly and are subject to significant restrictions on
transfer. AllianceBernstein Corporation ("AB Corp.") is the general
partner of both the Adviser and Holding. AB Corp. owns 100,000 general
partnership units in Holding and a 1% general partnership interest in the
Adviser. AB Corp. is an indirect wholly-owned subsidiary of AXA Financial, Inc.
("AXA Financial"), a Delaware corporation.

          As of September 30, 2005, AXA, AXA Financial, AXA Equitable Life
Insurance Company ("AXA Equitable") and certain subsidiaries of AXA Equitable
beneficially owned approximately 60.0% of the issued and outstanding Alliance
Units and approximately 1.8% of the issued and outstanding Holding Units that,
including the general partnership interests in the Adviser and Holding,
represent an economic interest of approximately 61.0% in the Adviser. As of
September 30, 2005, SCB Partners Inc., a wholly-owned subsidiary of SCB, Inc.,
beneficially owned approximately 6.4% of the issued and outstanding Alliance
Units.

          AXA, a French company, is the holding company for an international
group of companies and a worldwide leader in financial protection and wealth
management. AXA operates primarily in Western Europe, North America and the
Asia/Pacific region and, to a lesser extent, in other regions including the
Middle East, Africa and South America. AXA has five operating business segments:
life and savings, property and casualty insurance, international insurance
(including reinsurance), asset management and other financial services. AXA
Financial is a wholly-owned subsidiary of AXA. AXA Equitable is an indirect
wholly-owned subsidiary of AXA Financial.

          Based on information provided by AXA, as of January 31, 2005,
approximately 17.62% of the issued ordinary shares (representing 27.99% of the
voting power) of AXA were owned directly and indirectly by Finaxa, a French
holding company. As of January 31, 2005, 65.72% of the shares (representing
75.42% of the voting power) of Finaxa were owned by three French mutual
insurance companies (the "Mutuelles AXA") and 20.90% of the shares of Finaxa
(representing 12.89% of the voting power) were owned by BNP Paribas, a French
bank. As of January 31, 2005, the Mutuelles AXA owned directly or indirectly
through intermediate holding companies (including Finaxa) approximately 20.35%
of the issued ordinary shares (representing 32.36% of the voting power) of AXA.

          Under the Advisory Agreement, the Adviser provides investment advisory
services and order placement facilities for the Fund and pays all compensation
of Directors and officers of the Fund who are affiliated persons of the Adviser.
The Adviser or its affiliates also furnishes the Fund, without charge,
management supervision and assistance and office facilities and provides persons
satisfactory to the Fund's Board of Directors to serve as the Fund's officers.

          The Advisory Agreement is terminable without penalty by a vote of a
majority of the Fund's outstanding voting securities or by a vote of a majority
of the Fund's Directors on 60 days' written notice, or by the Adviser on 60
days' written notice, and will automatically terminate in the event of its
assignment. The Advisory Agreement provides that in the absence of willful
misfeasance, bad faith or gross negligence on the part of the Adviser, or of
reckless disregard of its obligations thereunder, the Adviser shall not be
liable for any action or failure to act in accordance with its duties
thereunder.

          The Advisory Agreement became effective on August 27, 1996.
Continuance of the Advisory Agreement was approved for an additional annual term
at a meeting of the Board of Directors on June 15, 2005. The Advisory Agreement
continues in effect from year to year, provided that such continuance is
specifically approved at least annually by a vote of a majority of the Fund's
outstanding voting securities or by the Fund's Board of Directors, including in
either case approval by a majority of the Directors who are not parties to the
Advisory Agreement or "interested persons" of any such party, as defined by the
1940 Act.

          Under the Advisory Agreement, the Adviser furnishes investment advice
and recommendations to the Fund and provides office space in New York, order
placement facilities and persons satisfactory to the Fund's Board of Directors
to act as officers of the Fund. Such officers, as well as certain Directors of
the Fund, may be employees of the Adviser or directors, officers or employees of
its affiliates. For the Adviser's services under the Advisory Agreement, the
Fund paid the Adviser a monthly fee at an annualized rate of .90% of the value
of the Fund's average daily net assets. Effective as of January 1, 2004, the
Adviser waived a portion of its advisory fee. The advisory fee waiver reduced
advisory fees to 0.55% of the first $2.5 billion, 0.45% of the excess over $2.5
billion up to $5 billion and 0.40% of the excess over $5 billion as a percentage
of the Fund's average daily net assets. Effective September 7, 2004, the Board
of Directors approved an amendment to the Advisory Agreement to reduce the
contractual advisory fees to these amounts. For the fiscal years ended November
30, 2003, 2004 and 2005, the Adviser received from the Fund advisory fees of
$2,357,633, $2,008,459 (net of $809,161, which was waived by the Adviser under
the agreement with the New York Attorney General) and $1,889,256, respectively.

          The Fund has, under the Advisory Agreement, assumed the obligation for
payment of all its other expenses. As to the obtaining of services other than
those specifically provided to the Fund by the Adviser, the Fund may employ its
own personnel. For such services, it also may utilize personnel employed by the
Adviser or its affiliates and, in such event, the services will be provided to
the Fund at cost and the payments therefore must be specifically approved by the
Fund's Directors. For the fiscal year ended November 30, 2005, the Fund paid to
the Adviser in respect of such services a total of $82,142.

          The Adviser may act as an investment adviser to other persons, firms
or corporations, including investment companies, and is investment adviser to
the following registered investment companies: AllianceBernstein Balanced
Shares, Inc., AllianceBernstein Blended Style Series, Inc., AllianceBernstein
Bond Fund, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Emerging
Market Debt Fund, Inc., AllianceBernstein Exchange Reserves, AllianceBernstein
Focused Growth & Income, Inc., AllianceBernstein Global Government Income Trust,
Inc., AllianceBernstein Global Health Care Fund, Inc., AllianceBernstein Global
Research Growth Fund, Inc., AllianceBernstein Global Strategic Income Trust,
Inc., AllianceBernstein Global Technology Fund, Inc., AllianceBernstein Greater
China `97 Fund, Inc., AllianceBernstein Growth and Income Fund, Inc.,
AllianceBernstein High Yield Fund, Inc., AllianceBernstein Institutional Funds,
Inc., AllianceBernstein International Growth Fund, Inc., AllianceBernstein
International Research Growth Fund, Inc., AllianceBernstein Large Cap Growth
Fund, Inc., AllianceBernstein Mid-Cap Growth Fund, Inc., AllianceBernstein
Multi-Market Strategy Trust, Inc., AllianceBernstein Municipal Income Fund,
Inc., AllianceBernstein Municipal Income Fund II, AllianceBernstein Trust,
AllianceBernstein Utility Income Fund, Inc., AllianceBernstein Variable Products
Series Fund, Inc., Sanford C. Bernstein Fund, Inc., Sanford C. Bernstein Fund
II, Inc., The AllianceBernstein Pooling Portfolios and The AllianceBernstein
Portfolios all registered open-end investment companies; and to ACM Government
Opportunity Fund, Inc., ACM Income Fund, Inc., ACM Managed Income Fund, Inc.,
ACM Managed Dollar Income Fund, Inc., ACM Municipal Securities Income Fund,
Inc., Alliance All-Market Advantage Fund, Inc., Alliance California Municipal
Income Fund, Inc., Alliance National Municipal Income Fund, Inc., Alliance New
York Municipal Income Fund, Inc., Alliance World Dollar Government Fund, Inc.,
Alliance World Dollar Government Fund II, Inc. and The Spain Fund, Inc., all
registered closed-end investment companies.

Additional Information About the Fund's Portfolio Managers
- ----------------------------------------------------------

          The management of and investment decisions for the Fund's portfolio
are made by REIT Investment Policy Group. Mr. Joseph G. Paul and Ms. Teresa
Marziano are the investment professionals(1) with the most significant
responsibility for the day-to-day management of the Fund's portfolio. For
additional information about the portfolio management of the Fund, see
"Management of the Fund - Portfolio Managers" in the Fund's prospectus.

- ----------
(1)  Investment professionals at Alliance include portfolio managers and
     research analysts. Investment professionals are part of investment groups
     (or teams) that service individual fund portfolios. The number of
     investment professionals assigned to a particular fund will vary from fund
     to fund.

          The dollar range of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers is set forth below:

                             DOLLAR RANGE OF EQUITY
                             SECURITIES IN THE FUND
                             As of Fiscal Year Ended
                                November 30, 2005
                                -----------------
Joseph G. Paul                       None
Teresa Marziano                      None


          As of November 30, 2005, employees of the Adviser had approximately
$516,539,000 invested in shares of all AllianceBernstein Mutual Funds
(excluding AllianceBernstein money market funds) through their interests in the
Profit Sharing/401(k) Plan and/or the Partners Compensation Plan, including both
vested and unvested amounts.

          The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of the
Fund's fiscal year ended November 30, 2005.

- --------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
- --------------------------------------------------------------------------------

                                                                   Total
                                                 Number of         Assets of
                     Total         Total         Registered        Registered
                     Number of     Assets of     Investment        Investment
                     Registered    Registered    Companies         Companies
                     Investment    Investment    Managed with      Managed with
                     Companies     Companies     Performance-      Performance-
Portfolio Manager    Managed       Managed       based Fees        based Fees
- --------------------------------------------------------------------------------

Joseph G. Paul       21          $3,254,409,276     None            None

Teresa Marziano       8          $1,205,034,138     None            None


- --------------------------------------------------------------------------------

                           POOLED INVESTMENT VEHICLES

- --------------------------------------------------------------------------------

                                                                   Total
                                                 Number of         Assets of
                     Total         Total         Pooled            Pooled
                     Number of     Assets of     Investment        Investment
                     Pooled        Pooled        Vehicles          Vehicles
                     Investment    Investment    Managed with      Managed with
                     Vehicles      Vehicles      Performance-      Performance-
Portfolio Manager    Managed       Managed       based Fees        based Fees
- --------------------------------------------------------------------------------
Joseph G. Paul       68          $1,575,500,573   None              None

Teresa Marziano      32            $378,367,787   None              None


- --------------------------------------------------------------------------------

                                 OTHER ACCOUNTS

- --------------------------------------------------------------------------------

                                                 Number of         Total
                     Total         Total         Other             Assets of
                     Number of     Assets of     Accounts          Other
                     Other         Other         Managed with      Accounts with
                     Accounts      Accounts      Performance-      Performance-
Portfolio Manager    Managed       Managed       based Fees        based Fees
- --------------------------------------------------------------------------------
Joseph G. Paul       64          $1,668,884,042   None              None
Teresa Marziano       6            $164,615,371   None              None


Investment Professional Conflict of Interest Disclosure
- -------------------------------------------------------

          As an investment adviser and fiduciary, the Adviser owes its clients
and shareholders an undivided duty of loyalty. We recognize that conflicts of
interest are inherent in our business and accordingly have developed policies
and procedures (including oversight monitoring) reasonably designed to detect,
manage and mitigate the effects of actual or potential conflicts of interest in
the area of employee personal trading, managing multiple accounts for multiple
clients, including AllianceBernstein Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. We place the
interests of our clients first and expect all of our employees to meet their
fiduciary duties.

          Employee Personal Trading. The Adviser has adopted a Code of Business
Conduct and Ethics that is designed to detect and prevent conflicts of interest
when investment professionals and other personnel of the Adviser own, buy or
sell securities which may be owned by, or bought or sold for, clients. Personal
securities transactions by an employee may raise a potential conflict of
interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other
limitations of its Code of Business Conduct and Ethics, the Adviser permits its
employees to engage in personal securities transactions, and also allows them to
acquire investments in the AllianceBernstein Mutual Funds through direct
purchase, 401K/profit sharing plan investment and/or notionally in connection
with deferred incentive compensation awards. The Adviser's Code of Ethics and
Business Conduct requires disclosure of all personal accounts and maintenance of
brokerage accounts with designated broker-dealers approved by the Adviser. The
Code also requires preclearance of all securities transactions and imposes a
one-year holding period for securities purchased by employees to discourage
short-term trading.

          Managing Multiple Accounts for Multiple Clients. The Adviser has
compliance policies and oversight monitoring in place to address conflicts of
interest relating to the management of multiple accounts for multiple clients.
Conflicts of interest may arise when an investment professional has
responsibilities for the investments of more than one account because the
investment professional may be unable to devote equal time and attention to each
account. The investment professional or investment professional teams for each
client may have responsibilities for managing all or a portion of the
investments of multiple accounts with a common investment strategy, including
other registered investment companies, unregistered investment vehicles, such as
hedge funds, pension plans, separate accounts, collective trusts and charitable
foundations. Among other things, the Adviser's policies and procedures provide
for the prompt dissemination to investment professionals of initial or changed
investment recommendations by analysts so that investment professionals are
better able to develop investment strategies for all accounts they manage. In
addition, investment decisions by investment professionals are reviewed for the
purpose of maintaining uniformity among similar accounts and ensuring that
accounts are treated equitably. No investment professional that manages client
accounts carrying performance fees is compensated directly or specifically for
the performance of those accounts. Investment professional compensation reflects
a broad contribution in multiple dimensions to long-term investment success for
our clients and is not tied specifically to the performance of any particular
client's account, nor is it directly tied to the level or change in level of
assets under management.

          Allocating Investment Opportunities. The Adviser has policies and
procedures intended to address conflicts of interest relating to the allocation
of investment opportunities. These policies and procedures are designed to
ensure that information relevant to investment decisions is disseminated
promptly within its portfolio management teams and investment opportunities are
allocated equitably among different clients. The investment professionals at the
Adviser routinely are required to select and allocate investment opportunities
among accounts. Portfolio holdings, position sizes, and industry and sector
exposures tend to be similar across similar accounts, which minimizes the
potential for conflicts of interest relating to the allocation of investment
opportunities. Nevertheless, investment opportunities may be allocated
differently among accounts due to the particular characteristics of an account,
such as size of the account, cash position, tax status, risk tolerance and
investment restrictions or for other reasons.

          The Adviser's procedures are also designed to prevent potential
conflicts of interest that may arise when the Adviser has a particular financial
incentive, such as a performance-based management fee, relating to an account.
An investment professional may perceive that he or she has an incentive to
devote more time to developing and analyzing investment strategies and
opportunities or allocating securities preferentially to accounts for which the
Adviser could share in investment gains.

          To address these conflicts of interest, the Adviser's policies and
procedures require, among other things, the prompt dissemination to investment
professionals of any initial or changed investment recommendations by analysts;
the aggregation of orders to facilitate best execution for all accounts; price
averaging for all aggregated orders; objective allocation for limited investment
opportunities (e.g., on a rotational basis) to ensure fair and equitable
allocation among accounts; and limitations on short sales of securities. These
procedures also require documentation and review of justifications for any
decisions to make investments only for select accounts or in a manner
disproportionate to the size of the account.

Portfolio Manager Compensation
- ------------------------------

          The Adviser's compensation program for investment professionals is
designed to be competitive and effective in order to attract and retain the
highest caliber employees. The compensation program for investment professionals
is designed to reflect their ability to generate long-term investment success
for our clients, including shareholders of the AllianceBernstein Mutual Funds.
Investment professionals do not receive any direct compensation based upon the
investment returns of any individual client account, nor is compensation tied
directly to the level or change in level of assets under management. Investment
professionals' annual compensation is comprised of the following:

          (i) Fixed base salary: This is generally the smallest portion of
compensation. The base salary is a relatively low, fixed salary within a similar
range for all investment professionals. The base salary is determined at the
outset of employment based on level of experience, does not change significantly
from year-to-year and hence, is not particularly sensitive to performance.

          (ii) Discretionary incentive compensation in the form of an annual
cash bonus: The Adviser's overall profitability determines the total amount of
incentive compensation available to investment professionals. This portion of
compensation is determined subjectively based on qualitative and quantitative
factors. In evaluating this component of an investment professional's
compensation, the Adviser considers the contribution to his/her team or
discipline as it relates to that team's overall contribution to the long-term
investment success, business results and strategy of the Adviser. Quantitative
factors considered include, among other things, relative investment performance
(e.g., by comparison to competitor or peer group funds or similar styles of
investments, and appropriate, broad-based or specific market indices), and
consistency of performance. There are no specific formulas used to determine
this part of an investment professional's compensation and the compensation is
not tied to any pre-determined or specified level of performance. The Adviser
also considers qualitative factors such as the complexity and risk of investment
strategies involved in the style or type of assets managed by the investment
professional; success of marketing/business development efforts and client
servicing; seniority/length of service with the firm; management and supervisory
responsibilities; and fulfillment of the Adviser's leadership criteria.

          (iii) Discretionary incentive compensation in the form of awards under
the Adviser's Partners Compensation Plan ("deferred awards"): The Adviser's
overall profitability determines the total amount of deferred awards available
to investment professionals. The deferred awards are allocated among investment
professionals based on criteria similar to those used to determine the annual
cash bonus. There is no fixed formula for determining these amounts. Deferred
awards, for which there are various investment options, vest over a four-year
period and are generally forfeited if the employee resigns or the Adviser
terminates his/her employment. Investment options under the deferred awards plan
include many of the same AllianceBernstein Mutual Funds offered to mutual fund
investors, thereby creating a close alignment between the financial interests of
the investment professionals and those of the Adviser's clients and mutual fund
shareholders with respect to the performance of those mutual funds. The Adviser
also permits deferred award recipients to allocate up to 50% of their award to
investments in the Adviser's publicly traded equity securities.(2)

- ----------

(2)  Prior to 2002, investment professional compensation also included
     discretionary long-term incentive in the form of restricted grants of the
     Adviser's Master Limited Partnership Units.


          (iv) Contributions under the Adviser's Profit Sharing/401(k) Plan: The
contributions are based on the Adviser's overall profitability. The amount and
allocation of the contributions are determined at the sole discretion of the
Adviser.

Board of Directors Information
- ------------------------------

          The business and affairs of the Fund are managed under the direction
of the Board of Directors. Certain information concerning the Fund's Directors
is set forth below.




                                                                   PORTFOLIOS    OTHER
                                                                   IN FUND       DIRECTOR-
NAME, ADDRESS,                 PRINCIPAL                           COMPLEX       SHIPS
DATE OF BIRTH                  OCCUPATIONS(S)                      OVERSEEN      HELD
AND (YEAR ELECTED*)            DURING PAST 5 YEARS                 BY DIRECTOR   BY DIRECTOR
- -------------------            -------------------                 -----------   -----------
                                                                        
INTERESTED DIRECTORS

Marc O. Mayer, **              Executive Vice President                106       SCB Partners Inc;
1345 Avenue of the Americas    of AllianceBernstein L.P.                         SCB, Inc.
New York, NY 10105             since 2001 and Executive
10/2/1957                      Managing Director of
(2003)                         AllianceBernstein
                               Investments, Inc. since
                               2003; prior thereto he
                               was head of
                               AllianceBernstein
                               Institutional
                               Investments, a unit of
                               AllianceBernstein from
                               2001-2003. Prior thereto,
                               Chief Executive Officer
                               of Sanford C. Bernstein &
                               Co., LLC (institutional
                               research and brokerage
                               arm of Bernstein & Co.
                               LLC ("SCB & Co.")) and
                               its predecessor since
                               prior to 2001. He is a
                               Director of SCB Partners,
                               Inc. and SCB Inc.

DISINTERESTED DIRECTORS

Chairman of the Board
William H. Foulk, Jr., #, +    Investment Adviser and an               108       None
2 Sound View Drive             Independent Consultant. He was
Suite 100                      formerly Senior Manager of
Greenwich, CT 06830            Barrett Associates, Inc., a
9/7/1932                       registered investment adviser,
(1996)                         with which he had been associated
                               since prior to 2001. He was
                               formerly Deputy Comptroller and
                               Chief Investment Officer of the
                               State of New York and, prior
                               thereto, Chief Investment Officer
                               of the New York Bank for Savings.

Ruth Block, ***, #             Formerly: Executive Vice                106       None
500 S.E. Mizner Blvd.          President and Chief Insurance
Boca Raton, FL 33432           Officer of The Equitable Life
11/7/1930                      Assurance Society of the United
(1996)                         States; Chairman and Chief
                               Executive Officer of Evlico
                               (insurance); Director of Avon, BP
                               (oil and gas), Ecolab
                               Incorporated (specialty
                               chemicals), Tandem Financial
                               Group and Donaldson, Lufkin &
                               Jenrette Securities Corporation;
                               Governor at Large, National
                               Association of Securities
                               Dealers, Inc.

David H. Dievler, #            Independent Consultant. Until           107       None
P.O. Box 167                   December 1994 he was Senior Vice
Spring Lake, NJ 07762          President of AB Corp. responsible for
10/23/1929                     mutual fund administration. Prior
(1996)                         to joining AB Corp. in 1984, he was
                               Chief Financial Officer of
                               Eberstadt Asset Management since
                               1968. Prior to that, he was a
                               Senior Manager at Price
                               Waterhouse & Co. Member of
                               American Institute of Certified
                               Public Accountants since 1953.

John H. Dobkin, #              Consultant. Formerly President of       106       Municipal Art
P.O. Box 12                    Save Venice, Inc. (preservation                   Society (New York
Annandale, NY 12504            organization) from 2001-2002,                     City)
2/19/1942                      Senior Advisor from June 1999 -
(1996)                         June 2000 and President of
                               Historic Hudson Valley (historic
                               preservation) from December 1989
                               - May 1999. Previously, Director
                               of the National Academy of Design
                               and during 1988-1992, Director
                               and Chairman of the Audit
                               Committee of AB Corp.

Michael J. Downey, #           Consultant since January 2004.          106       Asia Pacific Fund,
c/o AllianceBernstein L.P.     Formerly managing partner of                      Inc. and The Merger
Attn:  Philip L. Kirstein      Lexington Capital, LLC                            Fund
1345 Avenue of the Americas    (investment advisory firm) from
New York, NY 10105             December 1997 until December
1/26/1944                      2003. Prior thereto, Chairman and
(2005)                         CEO of Prudential Mutual Fund
                               Management from 1987 to 1993.

D. James Guzy, #               Chairman of the Board of PLX            106       Intel Corporation;
P.O. Box 128                   Technology (semi-conductors) and                  Cirrus Logic
Glenbrook, NV 89413            of SRC Computers Inc., with which                 Corporation
3/7/1936                       he has been associated since                      (semi-conductors),
(2005)                         prior to 2001. He is also                         Novellus
                               President of the Arbor Company                    Corporation
                               (private family investments).                     (semi-conductor
                                                                                 equipment); Micro
                                                                                 Component
                                                                                 Technology
                                                                                 (semi-conductor
                                                                                 equipment); the
                                                                                 Davis Selected
                                                                                 Advisers Group of
                                                                                 Mutual Funds and
                                                                                 LogicVision

Marshall C. Turner, Jr., #     CEO, Toppan Photomasks, Inc.,           106       Toppan Photomasks,
220 Montgomery Street          (semi-conductor manufacturing                     Inc.; the George
Penthouse 10                   services), Austin, Texas, 2003 -                  Lucas Educational
San Francisco, CA 94104-3402   present, and President since                      Foundation;
10/10/1941                     company acquired in 2005, and                     Chairman of the
(2005)                         name changed from Dupont                          Board of the
                               Photomasks. Prior to the                          Smithsonian's
                               company's sale in 2005, he was                    National Museum of
                               Chairman and CEO. He has also                     Natural History
                               been Principal of Turner Venture
                               Associates since 1993.



- ----------
*    There is no stated term of office for the Fund's Directors.

**   Mr. Mayer is an "interested person," as defined in the 1940 Act, due to his
     position as an Executive Vice President of the Adviser.

***  Ms. Block was an "interested person," as defined in the 1940 Act, until
     October 21, 2004 by reason of her ownership of equity securities of a
     controlling person of the Adviser. Such securities were sold for
     approximately $2,400 on October 21, 2004. Ms. Block received shares of The
     Equitable Companies Incorporated ("Equitable") as part of the
     demutualization of The Equitable Life Assurance Society of the United
     States. Her Equitable shares were subsequently converted through a
     corporate action into 116 American Depositary Shares of AXA.

+    Member of the Fair Value Pricing Committee.

#    Member of the Audit Committee, the Governance and Nominating Committee, and
     the Independent Directors Committee.


       The Fund's Board of Directors has four standing committees of the
Board -- an Audit Committee, a Governance and Nominating Committee, a Fair Value
Pricing Committee and an Independent Directors Committee. The members of the
Audit, Governance and Nominating, Fair Value Pricing and Independent Directors
Committees are identified above.

          The function of the Audit Committee is to assist the Board of
Directors in its oversight of the Fund's financial reporting process. The Audit
Committee met twice during the Fund's most recently completed fiscal year.

          The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the
Board of Directors. The Governance and Nominating Committee met seven times
during the Fund's most recently completed fiscal year.

          The Governance and Nominating Committee has a charter and, pursuant to
the charter, the Governance and Nominating Committee will consider candidates
for nomination as a director submitted by a shareholder or group of shareholders
who have beneficially owned at least 5% of the Fund's common stock or shares of
beneficial interest for at least two years at the time of submission and who
timely provide specified information about the candidates and the nominating
shareholder or group. To be timely for consideration by the Governance and
Nominating Committee, the submission, including all required information, must
be submitted in writing to the attention of the Secretary at the principal
executive offices of the Fund not less than 120 days before the date of the
proxy statement for the previous year's annual meeting of shareholders. If the
Fund did not hold an annual meeting of shareholders in the previous year, the
submission must be delivered or mailed and received within a reasonable amount
of time before the Fund begins to print and mail its proxy materials. Public
notice of such upcoming annual meeting of shareholders may be given in a
shareholder report or other mailing to shareholders or by other means deemed by
the Governance and Nominating Committee or the Board to be reasonably calculated
to inform shareholders.

          Shareholders submitting a candidate for consideration by the
Governance and Nominating Committee must provide the following information to
the Governance and Nominating Committee: (i) a statement in writing setting
forth (A) the name, date of birth, business address and residence address of the
candidate; (B) any position or business relationship of the candidate, currently
or within the preceding five years, with the shareholder or an associated person
of the shareholder as defined below; (C) the class or series and number of all
shares of the Fund owned of record or beneficially by the candidate; (D) any
other information regarding the candidate that is required to be disclosed about
a nominee in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of Directors pursuant to Section
20 of the 1940 Act and the rules and regulations promulgated thereunder; (E)
whether the shareholder believes that the candidate is or will be an "interested
person" of the Fund (as defined in the 1940 Act) and, if believed not to be an
"interested person," information regarding the candidate that will be sufficient
for the Fund to make such determination; and (F) information as to the
candidate's knowledge of the investment company industry, experience as a
director or senior officer of public companies, directorships on the boards of
other registered investment companies and educational background; (ii) the
written and signed consent of the candidate to be named as a nominee and to
serve as a Director if elected; (iii) the written and signed agreement of the
candidate to complete a directors' and officers' questionnaire if elected; (iv)
the shareholder's consent to be named as such by the Fund; (v) the class or
series and number of all shares of the Fund owned beneficially and of record by
the shareholder and any associated person of the shareholder and the dates on
which such shares were acquired, specifying the number of shares owned
beneficially but not of record by each, and stating the names of each as they
appear on the Fund's record books and the names of any nominee holders for each;
and (vi) a description of all arrangements or understandings between the
shareholder, the candidate and/or any other person or persons (including their
names) pursuant to which the recommendation is being made by the shareholder.
"Associated Person of the shareholder" means any person who is required to be
identified under clause (vi) of this paragraph and any other person controlling,
controlled by or under common control with, directly or indirectly, (a) the
shareholder or (b) the associated person of the shareholder.

          The Governance and Nominating Committee may require the shareholder to
furnish such other information as it may reasonably require or deem necessary to
verify any information furnished pursuant to the nominating procedures described
above or to determine the qualifications and eligibility of the candidate
proposed by the shareholder to serve on the Board. If the shareholder fails to
provide such other information in writing within seven days of receipt of
written request from the Governance and Nominating Committee, the recommendation
of such candidate as a nominee will be deemed not properly submitted for
consideration, and will not be considered, by the Committee.

          The Governance and Nominating Committee will consider only one
candidate submitted by such a shareholder or group for nomination for election
at an annual meeting of shareholders. The Governance and Nominating Committee
will not consider self-nominated candidates. The Governance and Nominating
Committee will consider and evaluate candidates submitted by shareholders on the
basis of the same criteria as those used to consider and evaluate candidates
submitted from other sources. These criteria include the candidate's relevant
knowledge, experience, and expertise, the candidate's ability to carry out his
or her duties in the best interests of the Fund, the candidate's ability to
qualify as a disinterested Director and such other criteria as the Governance
and Nominating Committee determines to be relevant in light of the existing
composition of the Board and any anticipated vacancies or other factors.

          The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's NAV by more than $0.01 per share. The
Fair Value Pricing Committee did not meet during the Fund's most recently
completed fiscal year.

          The function of the Independent Directors Committee is to consider and
take action on matters that the Board or Committee believes should be addressed
in executive session of the disinterested Directors, such as review and approval
of the Advisory and Distribution Services Agreements. The Independent Directors
Committee met ten times during the Fund's most recently completed fiscal year.

          The dollar range of the Fund's securities owned by each Director and
the aggregate dollar range of securities in all of the registered investment
companies to which the Adviser provides investment advisory services
(collectively, the "AllianceBernstein Fund Complex") owned by each Director are
set forth below.

                                                         AGGREGATE DOLLAR
                                                         RANGE OF EQUITY
                             DOLLAR RANGE OF             SECURITIES IN THE
                             EQUITY SECURITIES IN        ALLIANCEBERNSTEIN
                             THE FUND AS OF              FUND COMPLEX AS OF
                             DECEMBER 31, 2005           DECEMBER 31, 2005
                             -----------------           -----------------
Marc O. Mayer                     None                     Over $100,000
Ruth Block                        None                     Over $100,000
David H. Dievler                  None                     Over $100,000
John H. Dobkin                    None                     Over $100,000
William H. Foulk, Jr.             None                     Over $100,000
Michael J. Downey                 None                     Over $100,000
D. James Guzy                     None                     $50,001 - $100,000
Marshall C. Turner, Jr.           None                     Over $100,000

Officer Information
- -------------------

          Certain information concerning the Fund's officers is set forth below.

NAME, ADDRESS,*       POSITION(S)             PRINCIPAL OCCUPATION
AND DATE OF BIRTH     HELD WITH FUND          DURING PAST 5 YEARS
- -----------------     --------------          -------------------

Marc O. Mayer,        President and Chief     See biography above.
10/2/1957             Executive Officer

Philip L. Kirstein,   Senior Vice President   Senior Vice President and
5/29/1945             and Independent         Independent Compliance Officer of
                      Compliance Officer      the AllianceBernstein Funds, with
                                              which he has been associated since
                                              October 2004. Prior thereto, he
                                              was Of Counsel to Kirkpatrick &
                                              Lockhart, LLP from October 2003 to
                                              October 2004, and General Counsel
                                              of Merrill Lynch Investment
                                              Managers, L.P. from prior to 2001
                                              until March 2003.

Teresa Marziano,      Senior Vice President   Senior Vice President of the
9/1/1954                                      Adviser** since prior to 2001 and
                                              co-Chief Investment Officer of
                                              Real Estate Investments since July
                                              2004.

Joseph G. Paul,       Senior Vice President   Senior Vice President of the
2/8/1960                                      Adviser** since prior to 2001,
                                              co-Chief Investment Officer of
                                              Real Estate Investments since July
                                              2004 and Chief Investment Officer
                                              of Small and Mid Capitalization
                                              Value Equities since 2002. He is
                                              also Chief Investment Officer of
                                              Advanced Value at the Adviser**
                                              since prior to 2001, and held the
                                              same position at Sanford C.
                                              Bernstein & Co., Inc.
                                              ("SCB & Co.")** since prior to
                                              2001.

Thomas J. Bardong,    Vice President          Senior Vice President of the
4/28/1945                                     Adviser,** with which he has been
                                              associated since prior to 2001.

Emilie D. Wrapp,      Secretary               Senior Vice President, Assistant
11/13/1955                                    General Counsel and Assistant
                                              Secretary of AllianceBernstein
                                              Investments, Inc.,** with which
                                              she has been associated since
                                              prior to 2001.

Mark D. Gersten,      Treasurer and Chief     Senior Vice President of ABIS,**
10/4/1950             Financial Officer       and Vice President of
                                              AllianceBernstein Investments,
                                              Inc.,** with which he has been
                                              associated since prior to 2001.

Vincent S. Noto,      Controller              Vice President of ABIS,** with
12/14/1964                                    which he has been associated since
                                              prior to 2001.

- ----------
*    The address for each of the Fund's officers is 1345 Avenue of the Americas,
     New York, NY 10105.

**   The Adviser, AllianceBernstein Investments, Inc., ABIS and SCB & Co. are
     affiliates of the Fund.

          The Fund does not pay any fees to, or reimburse expenses of, its
Directors who are considered "interested persons" of the Fund. The aggregate
compensation paid by the Fund to each of the Directors during its fiscal year
ended November 30, 2005, and the aggregate compensation paid to each of the
Directors during calendar year 2005 by the AllianceBernstein Fund Complex, and
the total number of registered investment companies (and separate investment
portfolios within those companies) in the AllianceBernstein Fund Complex with
respect to which each of the Directors serves as a director or trustee, are set
forth below. Neither the Fund nor any other fund in the AllianceBernstein Fund
Complex provides compensation in the form of pensions or retirement benefits to
any of its directors or trustees. Certain of the Directors are directors or
trustees of one or more other registered investment companies in the
AllianceBernstein Fund Complex.

                                                    Total
                                                    Number of     Total
                                                    Investment    Number of
                                                    Companies     Investment
                                                    in the        Portfolios
                                                    Alliance-     within the
                                        Total       Bernstein     Alliance-
                                        Compen-     Fund          Bernstein
                                        sation      Complex,      Fund Complex,
                                        from the    Including     Including
                                        Alliance-   the Fund      the Fund
                                        Bernstein   as to         as to
                                        Fund        which the     which the
                         Aggregate      Complex,    Director is   Director is
                         Compensation   Including   a Director    a Director
Name of Director         from the Fund  the Fund    or Trustee    or Trustee
- ---------------          ------------   ---------   -----------   -----------

Marc O. Mayer            $0             $0              40           106
Ruth Block               $5,137         $240,916        40           106
David H. Dievler         $5,165         $268,371        41           107
John H. Dobkin           $5,415         $261,286        40           106
Michael J. Downey        $4,213         $239,916        40           106
William H. Foulk, Jr.    $8,603         $486,995        42           108
D. James Guzy            $0             $32,000         40           106
Marshall C. Turner, Jr.  $0             $28,500         40           106

          As of February 3, 2006, the Directors and officers of the Fund as a
group owned less than 1% of the shares of the Fund.

- --------------------------------------------------------------------------------

                              EXPENSES OF THE FUND

- --------------------------------------------------------------------------------

Distribution Services Agreement
- -------------------------------

          The Fund has entered into a Distribution Services Agreement (the
"Agreement") with AllianceBernstein Investments, Inc., the Fund's principal
underwriter (the "Principal Underwriter") to permit the Principal Underwriter to
distribute the Fund's shares and to permit the Fund to pay distribution services
fees to defray expenses associated with the distribution of its Class A shares,
Class B shares, Class C shares, Class R shares and Class K shares in accordance
with a plan of distribution that is included in the Agreement and has been duly
adopted and approved in accordance with Rule 12b-1 under the 1940 Act (the "Rule
12b-1 Plan").


          During the Fund's fiscal year ended November 30, 2005, the Fund paid
distribution services fees for expenditures under the Agreement, with respect to
Class A shares, in amounts aggregating $322,693 which constituted 0.30%,
annualized, of the Fund's aggregate average daily net assets attributable to
Class A shares during the period, and the Adviser made payments from its own
resources as described above aggregating $441,215. Of the $763,908 paid by the
Fund and the Adviser under the Rule 12b-1 Plan with respect to the Class A
shares, $109 was spent on advertising, $908 on the printing and mailing of
prospectuses for persons other than current shareholders, $517,971 for
compensation to broker-dealers and other financial intermediaries (including,
$177,813 to the Fund's Principal Underwriter), $82,727 for compensation to sales
personnel, and $162,193 was spent on printing of sales literature, travel,
entertainment, due diligence and other promotional expenses.

          During the Fund's fiscal year ended November 30, 2005, the Fund paid
distribution services fees for expenditures under the Agreement, with respect to
Class B shares, in amounts aggregating $947,726, which constituted 1.00%,
annualized, of the Fund's aggregate average daily net assets attributable to
Class B shares during the period, and the Adviser made payments from its own
resources as described above aggregating $0. Of the $947,726 paid by the Fund
and the Adviser under the Rule 12b-1 Plan with respect to the Class B shares,
$20 was spent on advertising, $1,293 on the printing and mailing of prospectuses
for persons other than current shareholders, $343,881 for compensation to
broker-dealers and other financial intermediaries (including, $32,905 to the
Fund's Principal Underwriter), $13,670 for compensation to sales personnel,
$32,045 was spent on printing of sales literature, travel, entertainment, due
diligence and other promotional expenses, $23,540 was spent on interest on Class
B shares financing, and $533,277 was used to offset the distribution service fee
paid in prior years.

          During the Fund's fiscal year ended November 30, 2005, the Fund paid
distribution services fees for expenditures under the Agreement, with respect to
Class C shares, in amounts aggregating $538,570, which constituted 1.00%,
annualized of the Fund's aggregate average daily net assets attributable to
Class C shares during the period, and the Adviser made payments from its own
resources as described above aggregating $91,428. Of the $629,998 paid by the
Fund and the Adviser under the Rule 12b-1 Plan with respect to the Class C
shares, $30 was spent on advertising, $481 on the printing and mailing of
prospectuses for persons other than current shareholders, $570,120 for
compensation to broker-dealers and other financial intermediaries (including,
$44,072 to the Fund's Principal Underwriter), $18,183 for compensation to sales
personnel, $40,215 was spent on printing of sales literature, travel,
entertainment, due diligence and other promotional expenses and $969 was spent
on interest on Class C shares financing.

          During the Fund's fiscal year ended November 30, 2005, the Fund paid
distribution services fees for expenditures under the Agreement, with respect to
Class R shares, in amounts aggregating $85, which constituted 0.50%, annualized,
of the Fund's aggregate average daily net assets attributable to Class R shares
during the period, and the Adviser made payments from its own resources as
described above aggregating $0. Of the $85 paid by the Fund and the Adviser
under the Rule 12b-1 Plan with respect to the Class R shares, $0 was spent on
advertising, $0 on the printing and mailing of prospectuses for persons other
than current shareholders, $7 for compensation to financial intermediaries
(including $0 to the Fund's Principal Underwriter), $0 for compensation to sales
personnel, $0 was spent on printing of sales literature, travel, entertainment,
due diligence and other promotional expenses and $0 was spent on interest on
Class R shares financing, and $78 may be used to offset distribution services
fees paid in future years.

          During the Fund's fiscal year ended November 30, 2005, the Fund paid
distribution services fees for expenditures under the Agreement, with respect to
Class K shares, in amounts aggregating $26, which constituted 0.25%, annualized,
of the Fund's aggregate average daily net assets attributable to Class K shares
during the period, and the Adviser made payments from its own resources as
described above aggregating $0. Of the $26 paid by the Fund and the Adviser
under the Rule 12b-1 Plan with respect to the Class K shares, $0 was spent on
advertising, $0 on the printing and mailing of prospectuses for persons other
than current shareholders, $0 for compensation to broker-dealers and other
financial intermediaries (including, $0 to the Fund's Principal Underwriters),
$0 for compensation to sales personnel, $0 was spent on printing of sales
literature, travel, entertainment, due diligence and other promotional expenses,
and $0 was spent on interest on Class K shares financing, and $26 may be used to
offset distribution services fees paid in future years.

          Distribution services fees are accrued daily and paid monthly and are
charged as expenses of the Fund as accrued. The distribution services fees
attributable to the Class B shares, Class C shares, Class R shares and Class K
shares are designed to permit an investor to purchase such shares through
broker-dealers without the assessment of an initial sales charge and at the same
time to permit the Principal Underwriter to compensate broker-dealers in
connection with the sale of such shares. In this regard, the purpose and
function of the combined contingent deferred sales charge ("CDSC") and
distribution services fees on the Class B shares and Class C shares and the
distribution services fees on Class R shares and Class K shares are the same as
those of the initial sales charge and distribution services fee with respect to
the Class A shares in that in each case the sales charge and/or distribution
services fee provide for the financing of the distribution of the relevant class
of the Fund's shares.

          With respect to Class A shares of the Fund, distribution expenses
accrued by the Principal Underwriter in one fiscal year may not be paid from
distribution services fees received from the Fund in subsequent fiscal years.
The Principal Underwriter's compensation with respect to Class B, Class C, Class
R and Class K shares under the Rule 12b-1 Plan is directly tied to the expenses
incurred by the Principal Underwriter. Actual distribution expenses for Class B,
Class C, Class R and Class K shares for any given year, however, will probably
exceed the distribution services fee payable under the Rule 12b-1 Plan with
respect to the class involved and payments received from CDSCs. The excess will
be carried forward by the Principal Underwriter and reimbursed from distribution
services fees payable under the Rule 12b-1 Plan with respect to the class
involved and payments subsequently received through CDSCs, so long as the Rule
12b-1 Plan is in effect.


          Unreimbursed distribution expenses incurred as of the end of the
Fund's most recently completed fiscal year, and carried over for reimbursement
in future years in respect of the Class B, Class C, Class R and Class K shares
for the Fund were, respectively, $9,853,602 (12.44% of the net assets of Class
B), $1,716,505 (3.31% of the net assets of Class C) $0 (0% of the assets of
Class R) and $0 (0% of the assets of Class K).

          The Rule 12b-1 Plan is in compliance with rules of the National
Association of Securities Dealers, Inc. ("NASD") that effectively limit the
annual asset-based sales charges and service fees that a mutual fund may pay on
a class of shares to .75% and .25%, respectively, of the average annual net
assets attributable to that class. The rules also limit the aggregate of all
front-end, deferred and asset-based sales charges imposed with respect to a
class of shares by a mutual fund that also charges a service fee to 6.25% of
cumulative gross sales of shares of that class, plus interest at the prime rate
plus 1% per annum.

          In approving the Rule 12b-1 Plan, the Directors of the Fund determined
that there was a reasonable likelihood that the Rule 12b-1 Plan would benefit
the Fund and its shareholders. The distribution services fee of a particular
class will not be used to subsidize the provision of distribution services with
respect to any other class.

          The Adviser may from time to time and from its own funds or such other
resources as may be permitted by rules of the Commission make payments for
distribution services to the Principal Underwriter; the latter may in turn pay
part or all of such compensation to brokers or other persons for their
distribution assistance.

          The Agreement continues in effect from year to year, provided that
such continuance is specifically approved at least annually by the Directors of
the Fund or by vote of the holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of that class, and, in either case, by a
majority of the Directors of the Fund who are not parties to the Agreement or
"interested persons," as defined in the 1940 Act, of any such party (other than
as directors of the Fund) and who have no direct or indirect financial interest
in the operation of the Rule 12b-1 Plan or any agreement related thereto. Most
recently the continuance of the Agreement for an additional annual term was
approved by a vote, cast in person, of the Directors, including a majority of
the Directors who are not "interested persons," as defined in the 1940 Act, at
their meeting held on June 15, 2005.

          In the event that the Rule 12b-1 Plan is terminated by either party or
not continued with respect to the Class A shares, Class B shares, Class C
shares, Class R shares or Class K shares, (i) no distribution services fees
(other than current amounts accrued but not yet paid) would be owed by the Fund
to the Principal Underwriter with respect to that class, and (ii) the Fund would
not be obligated to pay the Principal Underwriter for any amounts expended under
the Agreement not previously recovered by the Principal Underwriter from
distribution services fees in respect of shares of such class or through
deferred sales charges.

Transfer Agency Agreement
- -------------------------

          ABIS, an indirect wholly-owned subsidiary of the Adviser, located
principally at 500 Plaza Drive, Secaucus, NJ, 07094 and with operations at 8000
IH 10 W, 4th Floor, San Antonio, Texas 78230, receives a transfer agency fee per
account holder of each of the Class A shares, Class B shares, Class C shares,
Class R shares, Class K shares, Class I shares and Advisor Class shares of the
Fund. The transfer agency fee with respect to the Class B shares and Class C
shares is higher than the transfer agency fee with respect to the Class A
shares, Class R shares, Class K shares, Class I shares and Advisor Class shares,
reflecting the additional costs associated with the Class B and Class C CDSC.
For the fiscal year ended November 30, 2005, the Fund paid ABIS $476,149 for
transfer agency services.

          ABIS acts as the transfer agent for the Fund. ABIS registers the
transfer, issuance and redemption of Fund shares and disburses dividends and
other distributions to Fund shareholders.

          Many Fund shares are owned by selected dealers or selected agents, as
defined below, financial intermediaries or other financial representatives
("financial intermediaries") for the benefit of their customers. In those cases,
the Fund often does not maintain an account for you. Thus, some or all of the
transfer agency functions for these accounts are performed by the financial
intermediaries. The Fund, the Principal Underwriter and/or the Adviser pay to
these financial intermediaries, including those that sell shares of the
AllianceBernstein Mutual Funds, fees for sub-transfer agency and related
recordkeeping services in amounts ranging up to $19 per customer fund account
per annum. Retirement plans may also hold Fund shares in the name of the plan,
rather than the participant. Plan recordkeepers, who may have affiliated
financial intermediaries who sell shares of the Fund, may be paid for each plan
participant fund account in amounts up to $19 per account per annum and/or up to
0.20% per annum of the average daily assets held in the plan. To the extent any
of these payments for recordkeeping services, transfer agency services or
retirement plan accounts are made by the Fund, they are included in your
Prospectus in the Fund expense tables under "Fees and Expenses of the Funds." In
addition, financial intermediaries may be affiliates of entities that receive
compensation from the Adviser or the Principal Underwriter for maintaining
retirement plan "platforms" that facilitate trading by affiliated and
non-affiliated financial intermediaries and recordkeeping for retirement plans.

          Because financial intermediaries and plan recordkeepers may be paid
varying amounts per class for sub-transfer agency and related recordkeeping
services, the service requirements of which may also vary by class, this may
create an additional incentive for financial intermediaries and their financial
advisors to favor one fund complex over another or one class of shares over
another.

Code of Ethics and Proxy Voting Policies and Procedures
- -------------------------------------------------------

          The Fund, the Adviser and the Principal Underwriter have each adopted
codes of ethics pursuant to Rule 17j-l of the 1940 Act. These codes of ethics
permit personnel subject to the codes to invest in securities, including
securities that may be purchased or held by the Fund.

          The Fund has adopted the Adviser's proxy voting policies and
procedures. The Adviser's proxy voting policies and procedures are attached as
Appendix A.

          Information regarding how the Fund voted proxies related to portfolio
securities during the most recent 12-month period ended June 30 is available (1)
without charge, upon request, by calling (800) 227-4618; or on or through the
Fund's website at www.AllianceBernstein.com; or both; and (2) on the
Commission's website at www.sec.gov.

- --------------------------------------------------------------------------------

                               PURCHASE OF SHARES

- --------------------------------------------------------------------------------

          The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds."

General
- -------

          Shares of the Fund are offered on a continuous basis at a price equal
to their NAV plus an initial sales charge at the time of purchase ("Class A
shares"), with a CDSC ("Class B shares"), without any initial sales charge and,
as long as the shares are held for one year or more, without any CDSC ("Class C
shares"), to group retirement plans, as defined below, eligible to purchase
Class R shares, without any initial sales charge or CDSC ("Class R shares"), to
group retirement plans eligible to purchase Class K shares, without any initial
sales charge or CDSC ("Class K shares"), to group retirement plans and certain
investment advisory clients of, and certain other persons associated with, the
Adviser and its affiliates, eligible to purchase Class I shares, without any
initial sales charge or CDSC ("Class I shares"), or, to investors eligible to
purchase Advisor Class shares, without any initial sales charge or CDSC
("Advisor Class shares"), in each case as described below. "Group retirement
plans" are defined as 401(k) plans, 457 plans, employer-sponsored 403(b) plans,
profit sharing and money purchase pension plans, defined benefit plans, and
non-qualified deferred compensation plans where plan level or omnibus accounts
are held on the books of the Fund. All of the classes of shares of the Fund,
except Class I shares and Adviser Class shares, are subject to Rule 12b-1
asset-based sales charges. Shares of the Fund that are offered subject to a
sales charge are offered through (i) investment dealers that are members of the
NASD and have entered into selected dealer agreements with the Principal
Underwriter ("selected dealers"), (ii) depository institutions and other
financial intermediaries or their affiliates, that have entered into selected
agent agreements with the Principal Underwriter ("selected agents"), and (iii)
the Principal Underwriter.

          Investors may purchase shares of the Fund either through financial
intermediaries or directly through the Principal Underwriter. A transaction,
service, administrative or other similar fee may be charged by your financial
intermediary with respect to the purchase, sale or exchange of shares made
through such financial intermediary. Such financial intermediary may also impose
requirements with respect to the purchase, sale or exchange of shares that are
different from, or in addition to, those imposed by the Fund, including
requirements as to classes of shares available through that financial
intermediary and the minimum initial and subsequent investment amounts. The Fund
is not responsible for, and has no control over, the decision of any financial
intermediary to impose such differing requirements. Sales personnel of selected
dealers and agents distributing the Fund's shares may receive differing
compensation for selling different classes of shares.

          In order to open your account, the Fund or your financial intermediary
is required to obtain certain information from you for identification purposes.
This information may include name, date of birth, permanent residential address
and social security/taxpayer identification number. It will not be possible to
establish your account without this information. If the Fund or your financial
intermediary is unable to verify the information provided, your account may be
closed and other appropriate action may be taken as permitted by law.

          The Fund's Board of Directors has adopted policies and procedures
designed to detect and deter frequent purchases and redemptions of Fund shares
or excessive or short-term trading that may disadvantage long-term Fund
shareholders. These policies are described below. The Fund reserves the right to
restrict, reject or cancel, without any prior notice, any purchase or exchange
order for any reason, including any purchase or exchange order accepted by any
shareholder's financial intermediary.

          Risks Associated With Excessive Or Short-term Trading Generally. While
the Fund will try to prevent market timing by utilizing the procedures described
below, these procedures may not be successful in identifying or stopping
excessive or short-term trading in all circumstances. By realizing profits
through short-term trading, shareholders that engage in rapid purchases and
sales or exchanges of the Fund's shares dilute the value of shares held by
long-term shareholders. Volatility resulting from excessive purchases and sales
or exchanges of Fund shares, especially involving large dollar amounts, may
disrupt efficient portfolio management. In particular, the Fund may have
difficulty implementing its long-term investment strategies if it is forced to
maintain a higher level of its assets in cash to accommodate significant
short-term trading activity. Excessive purchases and sales or exchanges of the
Fund's shares may force the Fund to sell portfolio securities at inopportune
times to raise cash to accommodate short-term trading activity. In addition, the
Fund may incur increased expenses if one or more shareholders engage in
excessive or short-term trading. For example, the Fund may be forced to
liquidate investments as a result of short-term trading and incur increased
brokerage costs and realization of taxable capital gains without attaining any
investment advantage. Similarly, the Fund may bear increased administrative
costs due to asset level and investment volatility that accompanies patterns of
short-term trading activity. All of these factors may adversely affect Fund
performance.

          Significant investments in foreign securities may be particularly
susceptible to short-term trading strategies. This is because foreign securities
are typically traded on markets that close well before the time the Fund
calculates its NAV at 4:00 p.m. Eastern time, which gives rise to the
possibility that developments may have occurred in the interim that would affect
the value of these securities. The time zone differences among international
stock markets can allow a shareholder engaging in a short-term trading strategy
to exploit differences in Fund share prices that are based on closing prices of
foreign securities established some time before the Fund calculates its own
share price (referred to as "time zone arbitrage"). The Fund has procedures,
referred to as fair value pricing, designed to adjust closing market prices of
foreign securities to reflect what is believed to be the fair value of those
securities at the time the Fund calculates its NAV. While there is no assurance,
the Fund expects that the use of fair value pricing, in addition to the
short-term trading policies discussed below, will significantly reduce a
shareholder's ability to engage in time zone arbitrage to the detriment of other
Fund shareholders.

          Investments in other types of securities may also be susceptible to
short-term trading strategies. These investments include securities that are,
among other things, thinly traded, traded infrequently, or relatively illiquid,
which have the risk that the current market price for the securities may not
accurately reflect current market values. A shareholder may seek to engage in
short-term trading to take advantage of these pricing differences (referred to
as "price arbitrage"). Investments in small cap securities, technology and other
specific industry sector securities, and in certain fixed-income securities,
such as high yield bonds, asset-backed securities, or municipal bonds may be
adversely affected by price arbitrage trading strategies.

          Policy Regarding Short-term Trading. Purchases and exchanges of shares
of the Fund should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of Fund shares.
The Fund will seek to prevent such practices to the extent they are detected by
the procedures described below. The Fund reserves the right to modify this
policy, including any surveillance or account blocking procedures established
from time to time to effectuate this policy, at any time without notice.

     o    Transaction Surveillance Procedures. The Fund, through its agents, the
          Principal Underwriter and ABIS, maintains surveillance procedures to
          detect excessive or short-term trading in Fund shares. This
          surveillance process involves several factors, which include
          scrutinizing transactions in Fund shares that exceed certain monetary
          thresholds or numerical limits within a specified period of time.
          Generally, more than two exchanges of Fund shares during any 90-day
          period or purchases of shares followed by a sale within 90 days will
          be identified by these surveillance procedures. For purposes of these
          transaction surveillance procedures, the Fund may consider trading
          activity in multiple accounts under common ownership, control, or
          influence. Trading activity identified by either, or a combination, of
          these factors, or as a result of any other information available at
          the time, will be evaluated to determine whether such activity might
          constitute excessive or short-term trading. These surveillance
          procedures may be modified from time to time, as necessary or
          appropriate to improve the detection of excessive or short-term
          trading or to address specific circumstances, such as for certain
          retirement plans, to conform to plan exchange limits or U.S.
          Department of Labor regulations, or for certain automated or
          pre-established exchange, asset allocation or dollar cost averaging
          programs, or omnibus account arrangements.

     o    Account Blocking Procedures. If the Fund determines, in its sole
          discretion, that a particular transaction or pattern of transactions
          identified by the transaction surveillance procedures described above
          is excessive or short-term trading in nature, the relevant Fund
          account(s) will be immediately "blocked" and no future purchase or
          exchange activity will be permitted. However, sales of Fund shares
          back to the Fund or redemptions will continue to be permitted in
          accordance with the terms of the Fund's current Prospectuses. In the
          event an account is blocked, certain account-related privileges, such
          as the ability to place purchase, sale and exchange orders over the
          internet or by phone, may also be suspended. A blocked account will
          generally remain blocked unless and until the account holder or the
          associated financial intermediary provides evidence or assurance
          acceptable to the Fund that the account holder did not or will not in
          the future engage in excessive or short-term trading.

     o    Applications of Surveillance Procedures and Restrictions to Omnibus
          Accounts. Omnibus account arrangements are common forms of holding
          shares of the Fund, particularly among certain financial
          intermediaries, including sponsors of retirement plans and variable
          insurance products. The Fund seeks to apply its surveillance
          procedures to these omnibus account arrangements. If a financial
          intermediary does not have the capabilities, or declines, to provide
          individual account level detail to the Fund, the Fund will monitor
          turnover of assets to purchases and redemptions of the omnibus
          account. If excessive turnover, defined as annualized purchases and
          redemptions exceeding 50% of assets is detected, the Fund will notify
          the financial intermediary and request that the financial intermediary
          review individual account transactions for excessive or short-term
          trading activity and confirm to the Fund that appropriate action has
          been taken to curtail the activity, which may include applying blocks
          to accounts to prohibit future purchases and exchanges of Fund shares.
          For certain retirement plan accounts, the Fund may request that the
          retirement plan or other intermediary revoke the relevant
          participant's privilege to effect transactions in Fund shares via the
          internet or telephone, in which case the relevant participant must
          submit future transaction orders via the U.S. Postal Service (i.e.,
          regular mail). The Fund will continue to monitor the turnover
          attributable to a financial intermediary's omnibus account arrangement
          and may consider whether to terminate the relationship if the
          intermediary does not demonstrate that appropriate action has been
          taken.

          Risks to Shareholders Resulting From Imposition of Account Blocks in
Response to Excessive Short-term Trading Activity. A shareholder identified as
having engaged in excessive or short-term trading activity whose account is
"blocked" and who may not otherwise wish to redeem his or her shares effectively
may be "locked" into an investment in the Fund that the shareholder did not
intend to hold on a long-term basis or that may not be appropriate for the
shareholder's risk profile. To rectify this situation, a shareholder with a
"blocked" account may be forced to redeem Fund shares, which could be costly if,
for example, these shares have declined in value, the shareholder recently paid
a front-end sales charge or the shares are subject to a CDSC, or the sale
results in adverse tax consequences to the shareholder. To avoid this risk, a
shareholder should carefully monitor the purchases, sales, and exchanges of Fund
shares and avoid frequent trading in Fund shares.

          Limitations on Ability to Detect and Curtail Excessive Trading
Practices. Shareholders seeking to engage in excessive short-term trading
activities may deploy a variety of strategies to avoid detection and, despite
the efforts of the Fund and its agents to detect excessive or short duration
trading in Fund shares, there is no guarantee that the Fund will be able to
identify these shareholders or curtail their trading practices. In particular,
the Fund may not be able to detect excessive or short-term trading in Fund
shares attributable to a particular investor who effects purchase and/or
exchange activity in Fund shares through omnibus accounts. Also, multiple tiers
of these entities may exist, each utilizing an omnibus account arrangement,
which may further compound the difficulty of detecting excessive or short
duration trading activity in Fund shares.

          The Fund reserves the right to suspend the sale of its shares to the
public in response to conditions in the securities markets or for other reasons.
If the Fund suspends the sale of its shares, shareholders will not be able to
acquire its shares, including through an exchange.

          The public offering price of shares of the Fund is their NAV, plus, in
the case of Class A shares, a sales charge. On each Fund business day on which a
purchase or redemption order is received by the Fund and trading in the types of
securities in which the Fund invests might materially affect the value of Fund
shares, the NAV is computed as of the next close of regular trading on the
Exchange (currently 4:00 p.m. Eastern time) by dividing the value of the Fund's
total assets, less its liabilities, by the total number of its shares then
outstanding. A Fund business day is any day on which the Exchange is open for
trading.

          The respective NAVs of the various classes of shares of the Fund are
expected to be substantially the same. However, the NAVs of the Class B, Class C
and Class R shares will generally be slightly lower than the NAVs of the Class
A, Class K, Class I and Advisor Class shares as a result of the differential
daily expense accruals of the higher distribution and, in some cases, transfer
agency fees applicable with respect to those classes of shares.

          The Fund will accept unconditional orders for its shares to be
executed at the public offering price equal to their NAV next determined (plus
applicable Class A sales charges), as described below. Orders received by the
Principal Underwriter prior to the close of regular trading on the Exchange on
each day the Exchange is open for trading are priced at the NAV computed as of
the close of regular trading on the Exchange on that day (plus applicable Class
A sales charges). In the case of orders for purchases of shares placed through
financial intermediaries, the applicable public offering price will be the NAV
as so determined, but only if the financial intermediary receives the order
prior to the close of regular trading on the Exchange. The financial
intermediary is responsible for transmitting such orders by a prescribed time to
the Fund or its transfer agent. If the financial intermediary fails to do so,
the investor will not receive that day's NAV. If the financial intermediary
receives the order after the close of regular trading on the Exchange, the price
received by the investor will be based on the NAV determined as of the close of
regular trading on the Exchange on the next day it is open for trading.

          Following the initial purchase of Fund shares, a shareholder may place
orders to purchase additional shares by telephone if the shareholder has
completed the appropriate portion of the Subscription Application or an
"Autobuy" application obtained by calling the "For Literature" telephone number
shown on the cover of this SAI. Except with respect to certain omnibus accounts,
telephone purchase orders with payment by electronic funds transfer may not
exceed $500,000. Payment for shares purchased by telephone can be made only by
electronic funds transfer from a bank account maintained by the shareholder at a
bank that is a member of the National Automated Clearing House Association
("NACHA"). Telephone purchase requests must be received before 4:00 p.m. Eastern
time on a Fund business day to receive that day's public offering price.
Telephone purchase requests received after 4:00 p.m. Eastern time are
automatically placed the following Fund business day, and the applicable public
offering price will be the public offering price determined as of the close of
business on such following business day.

          Full and fractional shares are credited to a shareholder's account in
the amount of his or her subscription. As a convenience, and to avoid
unnecessary expense to the Fund, stock certificates representing shares of the
Fund are not issued except upon written request to the Fund by the shareholder
or his or her authorized financial intermediary. This facilitates later
redemption and relieves the shareholder of the responsibility for and
inconvenience of lost or stolen certificates. No certificates are issued for
fractional shares, although such shares remain in the shareholder's account on
the books of the Fund.

          Each class of shares of the Fund represents an interest in the same
portfolio of investments of the Fund, has the same rights and is identical in
all respects, except that (i) Class A shares bear the expense of the initial
sales charge (or CDSC, when applicable) and Class B and Class C shares bear the
expense of the CDSC, (ii) Class B shares, Class C shares and Class R shares each
bear the expense of a higher distribution services fee than that borne by Class
A shares and Class K shares, and Class I shares and Advisor Class shares do not
bear such a fee, (iii) Class B and Class C shares bear higher transfer agency
costs than that borne by Class A, Class R, Class K, Class I and Advisor Class
shares, (iv) Class B and Advisor Class shares are subject to a conversion
feature and will convert to Class A shares under certain circumstances and (v)
each of Class A, Class B, Class C, Class R and Class K shares has exclusive
voting rights with respect to provisions of the Rule 12b-1 Plan pursuant to
which its distribution services fee is paid and other matters for which separate
class voting is appropriate under applicable law, provided that, if the Fund
submits to a vote of the Class A shareholders an amendment to the Rule 12b-1
Plan that would materially increase the amount to be paid thereunder with
respect to the Class A shares, then such amendment will also be submitted to the
Class B and Advisor Class shareholders because the Class B and Advisor Class
shares convert to Class A shares under certain circumstances, and the Class A,
the Class B and Advisor Class shareholders will vote separately by class. Each
class has different exchange privileges and certain different shareholder
service options available.

          The Directors of the Fund have determined that currently no conflict
of interest exists between or among the classes of shares of the Fund. On an
ongoing basis, the Directors of the Fund, pursuant to their fiduciary duties
under the 1940 Act and state law, will seek to ensure that no such conflict
arises.

Alternative Purchase Arrangements
- ---------------------------------

          Classes A, B and C Shares. Class A, Class B and Class C shares have
the following alternative purchase arrangements: Class A shares are generally
offered with an initial sales charge, Class B shares are generally offered with
a CDSC and Class C shares are sold to investors choosing the asset-based sales
charge alternative. Special purchase arrangements are available for group
retirement plans. See "Alternative Purchase Arrangements - Group Retirement
Plans" below. These alternative purchase arrangements permit an investor to
choose the method of purchasing shares that is most beneficial given the amount
of the purchase, the length of time the investor expects to hold the shares, and
other circumstances. Investors should consider whether, during the anticipated
life of their investment in the Fund, the accumulated distribution services fee
and CDSC on Class B shares prior to conversion, or the accumulated distribution
services fee and CDSC on Class C shares, would be less than the initial sales
charge and accumulated distribution services fee on Class A shares purchased at
the same time, and to what extent such differential would be offset by the
higher return of Class A shares. Class A shares will normally be more beneficial
than Class B shares to the investor who qualifies for reduced initial sales
charges on Class A shares, as described below. In this regard, the Principal
Underwriter will reject any order (except orders from certain group retirement
plans ) for more than $100,000 for Class B shares (see "Alternative Purchase
Arrangements - Group Retirement Plans"). Class C shares will normally not be
suitable for the investor who qualifies to purchase Class A shares at NAV. For
this reason, the Principal Underwriter will reject any order for more than
$1,000,000 for Class C shares.

          Class A shares are subject to a lower distribution services fee and,
accordingly, pay correspondingly higher dividends per share than Class B shares
or Class C shares. However, because initial sales charges are deducted at the
time of purchase, investors purchasing Class A shares would not have all their
funds invested initially and, therefore, would initially own fewer shares.
Investors not qualifying for reduced initial sales charges who expect to
maintain their investment for an extended period of time might consider
purchasing Class A shares because the accumulated continuing distribution
charges on Class B shares or Class C shares may exceed the initial sales charge
on Class A shares during the life of the investment. Again, however, such
investors must weigh this consideration against the fact that, because of such
initial sales charges, not all their funds will be invested initially.

          Other investors might determine, however, that it would be more
advantageous to purchase Class B shares or Class C shares in order to have all
their funds invested initially, although remaining subject to higher continuing
distribution charges and being subject to a CDSC for a four-year and one-year
period, respectively. For example, based on current fees and expenses, an
investor subject to the 4.25% initial sales charge would have to hold his or her
investment approximately seven years for the Class C distribution services fee
to exceed the initial sales charge plus the accumulated distribution services
fee of Class A shares. In this example, an investor intending to maintain his or
her investment for a longer period might consider purchasing Class A shares.
This example does not take into account the time value of money, which further
reduces the impact of the Class C distribution services fees on the investment,
fluctuations in NAV or the effect of different performance assumptions.

          Those investors who prefer to have all of their funds invested
initially but may not wish to retain Fund shares for the four-year period during
which Class B shares are subject to a CDSC may find it more advantageous to
purchase Class C shares.

          During the Fund's fiscal years ended November 30, 2003, 2004 and 2005,
the aggregate amount of underwriting commission payable with respect to shares
of the Fund was $165,145, $214,398 and $278,418, respectively. Of that amount,
the Principal Underwriter received $4,739, $9,117 and $15,361, respectively,
representing that portion of the sales charges paid on shares of the Fund sold
during the period which was not reallowed to selected dealers (and was,
accordingly, retained by the Principal Underwriter). During the Fund's fiscal
year ended November 30, 2003, the Principal Underwriter received $43,742,
$109,894, and $3,230, respectively, in CDSCs on Class A, Class B and Class C
shares. During the Fund's fiscal year ended November 30, 2004, the Principal
Underwriter received $1,676, $91,336 and $4,499, respectively, in CDSCs on Class
A, Class B and Class C shares. During the Fund's fiscal year ended November 30,
2005, the Principal Underwriter received $3,314, $76,688 and $8,040,
respectively, in CDSCs on Class A, Class B and Class C shares.

          Class A Shares. The public offering price of Class A shares is the NAV
plus a sales charge, as set forth below.

                                  Sales Charge
                                  ------------

                                               As % of      Discount or
                                  As % of      the Public   Commission To
Amount of                         Net Amount   Offering     Dealers or Agents of
Purchase Price                    Invested     Price        up to % of Offering
- --------------                    --------     -----        -------------------

Up to $100,000 ................      4.44%       4.25%              4.00%
$100,000 up to
     $250,000 .................      3.36        3.25               3.00
$250,000 up to
     $500,000 .................      2.30        2.25               2.00
500,000 up to
     $1,000,000* ..............      1.78        1.75               1.50

- ----------
*    There is no initial sales charge on transactions of $1,000,000 or more.

          All or a portion of the initial sales charge may be paid to your
financial representative. With respect to purchases of $1,000,000 or more, Class
A shares redeemed within one year of purchase may be subject to a CDSC of up to
1%. The CDSC on Class A shares will be waived on certain redemptions, as
described below under "--Contingent Deferred Sales Charge."

          No initial sales charge is imposed on Class A shares issued (i)
pursuant to the automatic reinvestment of income dividends or capital gains
distributions, or (ii) in exchange for Class A shares of other
"AllianceBernstein Mutual Funds" as that term is defined under "Combined
Purchase Privilege" below, except that an initial sales charge will be imposed
on Class A shares issued in exchange for Class A shares of AllianceBernstein
Exchange Reserves that were purchased for cash without the payment of an initial
sales charge and without being subject to a CDSC or (iii) upon the automatic
conversion of Class B shares or Advisor Class shares as described below under
"Class B Shares--Conversion Feature" and "--Conversion of Advisor Class Shares
to Class A Shares." The Fund receives the entire NAV of its Class A shares sold
to investors. The Principal Underwriter's commission is the sales charge shown
above less any applicable discount or commission "reallowed" to selected dealers
and agents. The Principal Underwriter will reallow discounts to selected dealers
and agents in the amounts indicated in the table above. In this regard, the
Principal Underwriter may elect to reallow the entire sales charge to selected
dealers and agents for all sales with respect to which orders are placed with
the Principal Underwriter. A selected dealer who receives reallowance in excess
of 90% of such a sales charge may be deemed to be an "underwriter" under the
Securities Act.

          In addition to the circumstances described above, certain types of
investors may be entitled to pay no initial sales charge in certain
circumstances described below.

          Class A Shares - Sales at NAV. The Fund may sell its Class A shares at
NAV (i.e., without any initial sales charge) to certain categories of investors
including:

          (i)  investment management clients of the Adviser or its affiliates,
               including clients and prospective clients of the Adviser's
               AllianceBernstein Institutional Investment Management division;

          (ii) officers and present or former Directors of the Fund or other
               investment companies managed by the Adviser, officers, directors
               and present or retired full-time employees and former employees
               (for subsequent investment in accounts established during the
               course of their employment) of the Adviser, the Principal
               Underwriter, ABIS and their affiliates; officers, directors and
               present and full-time employees of selected dealers or agents; or
               the spouse, sibling, direct ancestor or direct descendant
               (collectively, "relatives"), of any such person; or any trust,
               individual retirement account or retirement plan account for the
               benefit of any such person;

         (iii) the Adviser, Principal Underwriter, ABIS and their affiliates;
               certain employee benefit plans for employees of the Adviser, the
               Principal Underwriter, ABIS and their affiliates;

          (iv) persons participating in a fee-based program, sponsored and
               maintained by a registered broker-dealer or other financial
               intermediary and approved by the Principal Underwriter, under
               which such persons pay an asset-based fee for service in the
               nature of investment advisory or administrative services; and

          (v)  certain retirement plan accounts as described under "Alternative
               Purchase Arrangements - Group Retirement Plans."

          Class B Shares. Investors may purchase Class B shares at the public
offering price equal to the NAV per share of the Class B shares on the date of
purchase without the imposition of a sales charge at the time of purchase. The
Class B shares are sold without an initial sales charge so that the Fund will
receive the full amount of the investor's purchase payment.

          Conversion Feature. Eight years after the end of the calendar month in
which the shareholder's purchase order was accepted, Class B shares will
automatically convert to Class A shares and will no longer be subject to a
higher distribution services fee. Such conversion will occur on the basis of the
relative NAVs of the two classes, without the imposition of any sales load, fee
or other charge. The purpose of the conversion feature is to reduce the
distribution services fee paid by holders of Class B shares that have been
outstanding long enough for the Principal Underwriter to have been compensated
for distribution expenses incurred in the sale of the shares.

          For purposes of conversion to Class A, Class B shares purchased
through the reinvestment of dividends and distributions paid in respect of Class
B shares in a shareholder's account will be considered to be held in a separate
sub-account. Each time any Class B shares in the shareholder's account (other
than those in the sub-account) convert to Class A, an equal pro rata portion of
the Class B shares in the sub-account will also convert to Class A.

          The conversion of Class B shares to Class A shares is subject to the
continuing availability of an opinion of counsel to the effect that the
conversion of Class B shares to Class A shares does not constitute a taxable
event under federal income tax law. The conversion of Class B shares to Class A
shares may be suspended if such an opinion is no longer available at the time
such conversion is to occur. In that event, no further conversions of Class B
shares would occur, and shares might continue to be subject to the higher
distribution services fee for an indefinite period which may extend beyond the
period ending eight years after the end of the calendar month in which the
shareholder's purchase order was accepted.

          Class C Shares. Investors may purchase Class C shares at the public
offering price equal to the NAV per share of the Class C shares on the date of
purchase without the imposition of a sales charge either at the time of purchase
or, as long as the shares are held for one year or more, upon redemption. Class
C shares are sold without an initial sales charge so that the Fund will receive
the full amount of the investor's purchase payment and, as long as the shares
are held for one year or more, without a CDSC so that the investor will receive
as proceeds upon redemption the entire NAV of his or her Class C shares. The
Class C distribution services fee enables the Fund to sell Class C shares
without either an initial or CDSC, as long as the shares are held for one year
or more. Class C shares do not convert to any other class of shares of the Fund
and incur higher distribution services fees than Class A shares, and will thus
have a higher expense ratio and pay correspondingly lower dividends than Class A
shares.

          Contingent Deferred Sales Charge. Class B shares that are redeemed
within four years of purchase will be subject to a CDSC at the rates set forth
below charged as a percentage of the dollar amount subject thereto. Class A
share purchases of $1,000,000 or more and Class C shares that are redeemed
within one year of purchase will be subject to a CDSC of 1% as are Class A share
purchases by certain retirement plans (see "Alternative Purchase Agreements -
Group Retirement Plans" below). The charge will be assessed on an amount equal
to the lesser of the cost of the shares being redeemed or their NAV at the time
of redemption. Accordingly, no sales charge will be imposed on increases in NAV
above the initial purchase price. In addition, no charge will be assessed on
shares derived from reinvestment of dividends or capital gains distributions.

          To illustrate, assume that an investor purchased 10,000 Class B shares
at $10 per share (at a cost of $100,000) and in the second year after purchase,
the NAV per share is $12 and, during such time, the investor has acquired 1,000
additional Class B shares upon dividend reinvestment. If at such time the
investor makes his or her first redemption of 5,000 Class B shares (proceeds of
$60,000), 1,000 Class B shares will not be subject to the charge because of
dividend reinvestment. With respect to the remaining 4,000 Class B shares, the
charge is applied only to the original cost of $10 per share and not to the
increase in NAV of $2 per share. Therefore, $40,000 of the $60,000 redemption
proceeds will be charged at a rate of 3.0% (the applicable rate in the second
year after purchase, as set forth below).

          For Class B shares, the amount of the CDSC, if any, will vary
depending on the number of years from the time of payment for the purchase of
Class B shares until the time of redemption of such shares.

                                              Contingent Deferred Sales Charge
                                               for the Fund as a % of Dollar
     Year Since Purchase                          Amount Subject to Charge
     -------------------                          ------------------------

     First                                                 4.00%
     Second                                                3.00%
     Third                                                 2.00%
     Fourth                                                1.00%
     Fifth and thereafter                                  None

          In determining the CDSC applicable to a redemption of Class B and
Class C shares, it will be assumed that the redemption is, first, of any shares
that are not subject to a CDSC (for example, because the shares were acquired
upon the reinvestment of dividends or distributions) and, second, of shares held
longest during the time they are subject to the sales charge. When shares
acquired in an exchange are redeemed, the applicable CDSC and conversion
schedules will be the schedules that applied at the time of the purchase of
shares of the corresponding class of the AllianceBernstein Mutual Fund
originally purchased by the shareholder.

          Proceeds from the CDSC are paid to the Principal Underwriter and are
used by the Principal Underwriter to defray the expenses of the Principal
Underwriter related to providing distribution-related services to the Fund in
connection with the sale of Fund shares, such as the payment of compensation to
selected dealers and agents for selling Fund shares. The combination of the CDSC
and the distribution services fee enables the Fund to sell shares without a
sales charge being deducted at the time of purchase.

          The CDSC is waived on redemptions of shares (i) following the death or
disability, as defined in the Code, of a shareholder, (ii) to the extent that
the redemption represents a minimum required distribution from an individual
retirement account or other retirement plan to a shareholder who has attained
the age of 70-1/2, (iii) that had been purchased by present or former Directors
of the Fund, by the relative of any such person, by any trust, individual
retirement account or retirement plan account for the benefit of any such person
or relative, or by the estate of any such person or relative, (iv) pursuant to,
and in accordance with, a systematic withdrawal plan (see "Sales Charge
Reduction Programs -- Systematic Withdrawal Plan" below), (v) to the extent that
the redemption is necessary to meet a plan participant's or beneficiary's
request for a distribution or loan from a group retirement plan or to
accommodate a plan participant's or beneficiary's direction to reallocate his or
her plan account among other investment alternatives available under a group
retirement plan, (vi) for Class C shares, sold through programs offered by
financial intermediaries and approved by the Principal Underwriter where such
programs offer only shares which are not subject to a CDSC, where the financial
intermediary establishes a single omnibus account for the Fund, or in the case
of a group retirement plan, a single account for each plan and where no advance
commission is paid to any financial intermediary in connection with the purchase
of such shares or (vii) for permitted exchanges of shares.

          Class R Shares. Class R shares are offered only to group retirement
plans that have plan assets of up to $10 million. Class R shares are not
available to retail non-retirement accounts, traditional or Roth IRAs, Coverdell
Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans
and to AllianceBernstein sponsored retirement products. Class R shares incur a
..50% distribution services fee and thus have a higher expense ratio than Class A
shares, Class K shares and Class I shares and pay correspondingly lower
dividends than Class A shares, Class K shares and Class I shares.

          Class K Shares. Class K shares are available at NAV to group
retirement plans that have plan assets of at least $1 million. Class K shares
generally are not available to retail non-retirement accounts, traditional and
ROTH IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs,
individual 403(b) plans and AllianceBernstein sponsored retirement products.
Class K shares do not have an initial sales charge or CDSC but incur a .25%
distribution services fee and thus (i) have a lower expense ratio than Class R
shares and pay correspondingly higher dividends than Class R shares and (ii)
have a higher expense ratio than Class I shares and pay correspondingly lower
dividends than Class I shares.

          Class I Shares. Class I shares are available at NAV to all group
retirement plans that have plan assets in excess of $10 million and to certain
investment advisory clients of, and certain other persons associated with, the
Adviser and its affiliates. Class I shares generally are not available to retail
non-retirement accounts, traditional and ROTH IRAs, Coverdell Education Savings
Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans and
AllianceBernstein sponsored retirement products. Class I shares do not incur any
distribution services fees and will thus have a lower expense ratio and pay
correspondingly higher dividends than Class R and Class K shares.

          Advisor Class Shares. Advisor Class shares of the Fund may be
purchased and held solely (i) through accounts established under fee-based
programs, sponsored and maintained by registered broker-dealers or other
financial intermediaries and approved by the Principal Underwriter, (ii) through
defined contribution employee benefit plans (e.g., 401(k) plans) that have at
least $10 million in assets and are purchased directly by the plan without the
involvement of a financial intermediary, or (iii) by the categories of investors
described in clauses (i) through (iv) under "Class A Shares--Sales at NAV"
(other than officers, directors and present and full-time employees of selected
dealers or agents, or relatives of such person, or any trust, individual
retirement account or retirement plan account for the benefit of such relative,
none of whom is eligible on the basis solely of such status to purchase and hold
Advisor Class shares). Generally, a fee-based program must charge an asset-based
or other similar fee and must invest at least $250,000 in Advisor Class shares
of the Fund in order to be approved by the Principal Underwriter for investment
in Advisor Class shares. A transaction fee may be charged by your financial
intermediary with respect to the purchase, sale or exchange of Advisor Class
shares made through such financial intermediary. Advisor Class shares do not
incur any distribution services fees, and will thus have a lower expense ratio
and pay correspondingly higher dividends than Class A, Class B, Class C, Class R
or Class K shares.

          Conversion of Advisor Class Shares to Class A Shares. Advisor Class
shares may be held solely through the fee-based program accounts, employee
benefit plans and registered investment advisory or other financial intermediary
relationships described above under "Purchase of Shares - Advisor Class Shares"
and by investment advisory clients of, and by certain other persons associated
with, the Adviser and its affiliates or the Fund. If (i) a holder of Advisor
Class shares ceases to participate in the fee-based program or plan that
satisfies the requirements to purchase shares set forth under "Purchase of
Shares - Advisor Class Shares" or (ii) the holder is otherwise no longer
eligible to purchase Advisor Class shares as described in the Prospectuses and
this SAI (each, a "Conversion Event"), then all Advisor Class shares held by the
shareholder will convert automatically to Class A shares of the Fund during the
calendar month following the month in which the Fund is informed of the
occurrence of the Conversion Event. The Fund will provide the shareholder with
at least 30 days' notice of the conversion. The failure of a shareholder of a
fee-based program to satisfy the minimum investment requirements to purchase
Advisor Class shares will not constitute a Conversion Event. The conversion
would occur on the basis of the relative NAVs of the two classes and without the
imposition of any sales load, fee or other charge. Class A shares currently bear
a .30% distribution services fee. Advisor Class shares do not have any
distribution services fee. As a result, Class A shares have a higher expense
ratio and may pay correspondingly lower dividends and have a lower NAV than
Advisor Class shares.

          The conversion of Advisor Class shares to Class A shares is subject to
the continuing availability of an opinion of counsel to the effect that the
conversion of Advisor Class shares to Class A shares does not constitute a
taxable event under federal income tax law. The conversion of Advisor Class
shares to Class A shares may be suspended if such an opinion is no longer
available at the time such conversion is to occur. In that event, the Advisor
Class shareholder would be required to redeem his Advisor Class shares, which
would constitute a taxable event under federal income tax law.

Alternative Purchase Arrangements - Group Retirement Plans
- ----------------------------------------------------------

          The Fund offers special distribution arrangements for group retirement
plans. However, plan sponsors, plan fiduciaries and other financial
intermediaries may establish requirements as to the purchase, sale or exchange
of shares of the Fund, including maximum and minimum initial investment
requirements, that are different from those described in this SAI. Group
retirement plans also may not offer all classes of shares of the Fund. In order
to enable participants investing through group retirement plans to purchase
shares of the Fund, the maximum and minimum investment amounts may be different
for shares purchased through group retirement plans from those described herein.
In addition, the Class A and Class B CDSC may be waived for investments made
through certain group retirement plans. Therefore, plan sponsors or fiduciaries
may not adhere to these share class eligibility standards as set forth in the
Prospectuses and this SAI. The Fund is not responsible for, and has no control
over, the decision of any plan sponsor or fiduciary to impose such differing
requirements.

          Class A Shares. Class A shares are available at NAV to all
AllianceBernstein sponsored group retirement plans, regardless of size, and to
the AllianceBernstein Link, AllianceBernstein Individual 401(k) and
AllianceBernstein SIMPLE IRA plans with at least $250,000 in plan assets or 100
or more employees. Effective June 30, 2005, for the purposes of determining
whether a SIMPLE IRA plan has at least $250,000 in plan assets, all of the
SIMPLE IRAs of an employer's employees are aggregated. The Principal Underwriter
measures the asset levels and number of employees in these plans once monthly.
Therefore, if a plan that is not initially eligible for Class A shares meets the
asset level or number of employees required for Class A eligibility, the
Principal Underwriter may not initially fill orders with Class A shares if an
order is received prior to its monthly measurement of assets and employees. If
the plan terminates the Fund as an investment option within one year, then all
plan purchases of Class A shares will be subject to a 1%, 1-year CDSC on
redemption. Class A shares are also available at NAV to group retirement plans
with plan assets in excess of $10 million. The 1%, 1-year CDSC also generally
applies. However, the 1%, 1-year CDSC may be waived if the financial
intermediary agrees to waive all commissions or other compensation paid in
connection with the sale of such shares (typically up to a 1% advance payment
for sales of Class A shares at NAV) other than the service fee paid pursuant to
the Fund's distribution service plan.

          Class B Shares. Class B shares are generally not available for
purchase by group retirement plans. However, Class B shares may continue to be
purchased by group retirement plans that have already selected Class B shares as
an investment alternative under their plan prior to September 2, 2003.

          Class C Shares. Class C shares are available to AllianceBernstein
Link, AllianceBernstein Individual 401(k) and AllianceBernstein SIMPLE IRA plans
with less than $250,000 in plan assets and less than 100 employees. If an
AllianceBernstein Link, AllianceBernstein Individual 401(k) or AllianceBernstein
SIMPLE IRA plan holding Class C shares becomes eligible to purchase Class A
shares at NAV, the plan sponsor or other appropriate fiduciary of such plan may
request the Principal Underwriter in writing to liquidate the Class C shares and
purchase Class A shares with the liquidation proceeds. Any such liquidation and
repurchase may not occur before the expiration of the 1-year period that begins
on the date of the plan's last purchase of Class C shares.

          Class R Shares. Class R shares are available to certain group
retirement plans with plan assets of up to $10 million. Class R shares are not
subject to a front-end sales charge or CDSC, but are subject to a .50%
distribution fee.

          Class K Shares. Class K shares are available to certain group
retirement plans with plan assets of at least $1 million. Class K shares are not
subject to a front-end sales charge or CDSC, but are subject to a .25%
distribution fee.

          Class I Shares. Class I shares are available to certain group
retirement plans with plan assets of at least $10 million and certain
institutional clients of the Adviser who invest at least $2 million in a Fund.
Class I shares are not subject to a front-end sales charge, CDSC or a
distribution fee.

          Choosing a Class of Shares for Group Retirement Plans. Plan sponsors,
plan fiduciaries and other financial intermediaries may establish requirements
as to the purchase, sale or exchange of shares of the Portfolio, including
maximum and minimum initial investment requirements, that are different from
those described in this SAI. Plan fiduciaries should consider how these
requirements differ from the Portfolio's share class eligibility criteria before
determining whether to invest.

          It is expected that the Portfolio will eventually offer only Class R,
Class K and Class I shares to group retirement plans. Currently, the Portfolio
also makes its Class A shares available at NAV to group retirement plans with
plan assets in excess of $10 million. Unless waived under the circumstances
described above, a 1%, 1-year CDSC applies to the sale of Class A shares by a
plan. Because Class K shares have no CDSC and lower 12b-1 distribution fees and
Class I shares have no CDSC and Rule 12b-1 distribution fees, plans should
consider purchasing Class K or Class I shares, if eligible, rather than Class A
shares.

          In selecting among the Class A, Class K and Class R shares, plans
purchasing shares through a financial intermediary that is not willing to waive
advance commission payments (and therefore are not eligible for the waiver of
the 1%, 1-year CDSC applicable to Class A shares) should weigh the following:

     o    the lower Rule 12b-1 distribution fees (0.30%) and the 1%, 1-year CDSC
          with respect to Class A shares;

     o    the higher Rule 12b-1 distribution fees (0.50%) and the absence of a
          CDSC with respect to Class R shares; and

     o    the lower Rule 12b-1 distribution fees (0.25%) and the absence of a
          CDSC with respect to Class K shares.

          Because Class A and Class K shares have lower Rule 12b-1 distribution
fees than Class R shares, plans should consider purchasing Class A or Class K
shares, if eligible, rather than Class R shares.

          As described above, while Class B shares are generally not available
to group retirement plans, Class B shares are available for continuing
contributions from plans that have already selected Class B shares as an
investment option under their plans prior to September 2, 2003. Plans should
weigh the fact that Class B shares will convert to Class A shares after a period
of time against the fact that Class A, Class R, Class K and Class I shares have
lower expenses, and therefore higher returns, than Class B shares, before
determining which class to make available to its plan participants.

Sales Charge Reduction Programs
- -------------------------------

          The AllianceBernstein Mutual Funds offer shareholders various programs
through which shareholders may obtain reduced sales charges or reductions in
CDSC through participation in such programs. In order for shareholders to take
advantage of the reductions available through the combined purchase privilege,
rights of accumulation and letters of intent, the Fund must be notified by the
shareholder or his or her financial intermediary that they qualify for such a
reduction. If the Fund is not notified that that a shareholder is eligible for
these reductions, the Fund will be unable to ensure that the reduction is
applied to the shareholder's account.

          Combined Purchase Privilege. Shareholders may qualify for the sales
charge reductions by combining purchases of shares of the Fund into a single
"purchase." By combining such purchases, shareholders may be able to take
advantage of the quantity discounts described under "Alternative Purchase
Arrangements - Class A Shares." A "purchase" means a single purchase or
concurrent purchases of shares of the Fund or any other AllianceBernstein Mutual
Fund, including AllianceBernstein Institutional Funds, by (i) an individual, his
or her spouse or the individual's children under the age of 21 years purchasing
shares for his, her or their own account(s), including certain CollegeBoundfund
accounts; (ii) a trustee or other fiduciary purchasing shares for a single
trust, estate or single fiduciary account with one or more beneficiaries
involved; or (iii) the employee benefit plans of a single employer. The term
"purchase" also includes purchases by any "company," as the term is defined in
the 1940 Act, but does not include purchases by any such company that has not
been in existence for at least six months or that has no purpose other than the
purchase of shares of the Fund or shares of other registered investment
companies at a discount. The term "purchase" does not include purchases by any
group of individuals whose sole organizational nexus is that the participants
therein are credit card holders of a company, policy holders of an insurance
company, customers of either a bank or broker-dealer or clients of an investment
adviser.

          Currently, the AllianceBernstein Mutual Funds include:

AllianceBernstein Balanced Shares, Inc.
AllianceBernstein Blended Style Series, Inc.
  -AllianceBernstein 2000 Retirement Strategy
  -AllianceBernstein 2005 Retirement Strategy
  -AllianceBernstein 2010 Retirement Strategy
  -AllianceBernstein 2015 Retirement Strategy
  -AllianceBernstein 2020 Retirement Strategy
  -AllianceBernstein 2025 Retirement Strategy
  -AllianceBernstein 2030 Retirement Strategy
  -AllianceBernstein 2035 Retirement Strategy
  -AllianceBernstein 2040 Retirement Strategy
  -AllianceBernstein 2045 Retirement Strategy
  -U.S. Large Cap Portfolio
AllianceBernstein Bond Fund, Inc.
  -AllianceBernstein Corporate Bond Portfolio
  -AllianceBernstein Intermediate Bond Portfolio
  -AllianceBernstein U.S. Government Portfolio
AllianceBernstein Cap Fund, Inc.
  -AllianceBernstein Small Cap Growth Portfolio
AllianceBernstein Emerging Market Debt Fund, Inc.
AllianceBernstein Exchange Reserves
AllianceBernstein Focused Growth & Income Fund, Inc.
AllianceBernstein Global Government Income Trust, Inc.
AllianceBernstein Global Health Care Fund, Inc.
AllianceBernstein Global Research Growth Fund, Inc.
AllianceBernstein Global Strategic Income Trust, Inc.
AllianceBernstein Global Technology Fund, Inc.
AllianceBernstein Greater China '97 Fund, Inc.
AllianceBernstein Growth and Income Fund, Inc.
AllianceBernstein High Yield Fund, Inc.
AllianceBernstein International Growth Fund, Inc.
AllianceBernstein International Research Growth Fund, Inc.
AllianceBernstein Large Cap Growth Fund, Inc.
AllianceBernstein Mid-Cap Growth Fund, Inc.
AllianceBernstein Multi-Market Strategy Trust, Inc.
AllianceBernstein Municipal Income Fund, Inc.
  -California Portfolio
  -Insured California Portfolio
  -Insured National Portfolio
  -National Portfolio
  -New York Portfolio
AllianceBernstein Municipal Income Fund II
  -Arizona Portfolio
  -Florida Portfolio
  -Massachusetts Portfolio
  -Michigan Portfolio
  -Minnesota Portfolio
  -New Jersey Portfolio
  -Ohio Portfolio
  -Pennsylvania Portfolio
  -Virginia Portfolio
AllianceBernstein Real Estate Investment Fund, Inc.
AllianceBernstein Trust
  -AllianceBernstein Global Value Fund
  -AllianceBernstein International Value Fund
  -AllianceBernstein Small/Mid Cap Value Fund
  -AllianceBernstein Value Fund
AllianceBernstein Utility Income Fund, Inc.
The AllianceBernstein Portfolios
  -AllianceBernstein Balanced Wealth Strategy
  -AllianceBernstein Growth Fund
  -AllianceBernstein Tax-Managed Balanced Wealth Strategy
  -AllianceBernstein Tax-Managed Wealth Appreciation Strategy
  -AllianceBernstein Tax-Managed Wealth Preservation Strategy
  -AllianceBernstein Wealth Appreciation Strategy
  -AllianceBernstein Wealth Preservation Strategy
Sanford C. Bernstein Fund, Inc.
  -AllianceBernstein Intermediate California Municipal Portfolio
  -AllianceBernstein Intermediate Diversified Municipal Portfolio
  -AllianceBernstein Intermediate New York Municipal Portfolio
  -AllianceBernstein International Portfolio
  -AllianceBernstein Short Duration Portfolio
  -AllianceBernstein Tax-Managed International Portfolio

          Prospectuses for the AllianceBernstein Mutual Funds may be obtained
without charge by contacting ABIS at the address or the "For Literature"
telephone number shown on the front cover of this SAI.

          Cumulative Quantity Discount (Right of Accumulation). An investor's
purchase of additional Class A shares of the Fund may be combined with the value
of the shareholder's existing accounts, thereby enabling the shareholder to take
advantage of the quantity discounts described under "Alternative Purchase
Arrangements - Class A Shares". In such cases, the applicable sales charge on
the newly purchased shares will be based on the total of:

               (i)  the investor's current purchase;

               (ii) the NAV (at the close of business on the previous day) of
                    (a) all shares of the Fund held by the investor and (b) all
                    shares held by the investor of any other AllianceBernstein
                    Mutual Fund, including AllianceBernstein Institutional Funds
                    and certain CollegeBoundfund accounts for which the
                    investor, his or her spouse, or child under the age of 21 is
                    the participant; and

              (iii) the NAV of all shares described in paragraph (ii) owned by
                    another shareholder eligible to combine his or her purchase
                    with that of the investor into a single "purchase" (see
                    above).

          For example, if an investor owned shares of an AllianceBernstein
Mutual Fund worth $200,000 at their then current NAV and, subsequently,
purchased Class A shares of the Fund worth an additional $100,000, the initial
sales charge for the $100,000 purchase would be at the 2.25% rate applicable to
a single $300,000 purchase of shares of the Fund, rather than the 3.25% rate.

          Letter of Intent. Class A investors may also obtain the quantity
discounts described under "Alternative Purchase Arrangements - Class A Shares"
by means of a written Letter of Intent, which expresses the investor's intention
to invest at least $100,000 in Class A shares of the Fund or any
AllianceBernstein Mutual Fund within 13 months. Each purchase of shares under
the Letter of Intent will be made at the public offering price or prices
applicable at the time of such purchase to a single transaction of the dollar
amount indicated in a Letter of Intent. At the investor's option, a Letter of
Intent may include purchases of shares of the Fund or any other
AllianceBernstein Mutual Fund made not more than 90 days prior to the date that
the investor signs a Letter of Intent, in which case the 13-month period during
which the Letter of Intent is in effect will begin on the date of that earliest
purchase. However, sales charges will not be reduced for purchases made prior to
the date the Letter of Intent is signed.

          Investors qualifying for the Combined Purchase Privilege described
above may purchase shares of the AllianceBernstein Mutual Funds under a single
Letter of Intent. For example, if at the time an investor signs the Letter of
Intent to invest at least $100,000 in Class A shares of the Fund, the investor
and the investor's spouse each purchase shares of the Fund worth $20,000 (for a
total of $40,000), it will only be necessary to invest a total of $60,000 during
the following 13 months in shares of the Fund or any other AllianceBernstein
Mutual Fund, to qualify for the 3.25% sales charge on the total amount being
invested (the sales charge applicable to an investment of $100,000).

          The Letter of Intent is not a binding obligation upon the investor to
purchase the full amount indicated. The minimum initial investment under a
Letter of Intent is 5% of such amount. Shares purchased with the first 5% of
such amount will be held in escrow (while remaining registered in the name of
the investor) to secure payment of the higher sales charge applicable to the
shares actually purchased if the full amount indicated is not purchased, and
such escrowed shares will be involuntarily redeemed at their then NAV to pay the
additional sales charge, if necessary. Dividends on escrowed shares, whether
paid in cash or reinvested in additional Fund shares, are not subject to escrow.
When the full amount indicated has been purchased, the escrow will be released.

          Investors wishing to enter into a Letter of Intent in conjunction with
their initial investment in Class A shares of the Fund can obtain a form of
Letter of Intent by contacting ABIS at the address or telephone numbers shown on
the cover of this SAI.

          Reinstatement Privilege. A shareholder who has redeemed any or all of
his or her Class A or Class B shares may reinvest all or any portion of the
proceeds from that redemption in Class A shares of any AllianceBernstein Mutual
Fund at NAV without any sales charge, provided that (i) such reinvestment is
made within 120 calendar days after the redemption or repurchase date and (ii)
for Class B shares, a CDSC has been paid and the Principal Underwriter has
approved, at its discretion, the reinstatement of such shares. Shares are sold
to a reinvesting shareholder at the NAV next determined as described above. A
reinstatement pursuant to this privilege will not cancel the redemption or
repurchase transaction; therefore, any gain or loss so realized will be
recognized for federal income tax purposes except that no loss will be
recognized to the extent that the proceeds are reinvested in shares of the Fund
within 30 calendar days after the redemption or repurchase transaction.
Investors may exercise the reinstatement privilege by written request sent to
the Fund at the address shown on the cover of this SAI.

          Dividend Reinvestment Program. Shareholders may elect to have all
income and capital gains distributions from their account paid to them in the
form of additional shares of the same class of the Fund pursuant to the Fund's
Dividend Reinvestment Program. No initial sales charge or CDSC will be imposed
on shares issued pursuant to the Dividend Reinvestment Program. Shares issued
under this program will have an aggregate NAV as of the close of business on the
declaration date of the dividend or distribution equal to the cash amount of the
distribution. Investors wishing to participate in the Dividend Reinvestment
Program should complete the appropriate section of the Subscription Application.
Current shareholders should contact ABIS to participate in the Dividend
Reinvestment Program.

          In certain circumstances where a shareholder has elected to receive
dividends and/or capital gain distributions in cash but the account has been
determined to be lost due to mail being returned to us by the Postal Service as
undeliverable, such shareholder's distributions option will automatically be
placed within the Dividend Reinvestment Program for future distributions. No
interest will accrue on amounts represented by uncashed distribution checks.

          Dividend Direction Plan. A shareholder who already maintains accounts
in more than one AllianceBernstein Mutual Fund may direct that income dividends
and/or capital gains paid by one AllianceBernstein Mutual Fund be automatically
reinvested, in any amount, without the payment of any sales or service charges,
in shares of the same class of the other AllianceBernstein Mutual Fund(s).
Further information can be obtained by contacting ABIS at the address or the
"For Literature" telephone number shown on the cover of this SAI. Investors
wishing to establish a dividend direction plan in connection with their initial
investment should complete the appropriate section of the Subscription
Application. Current shareholders should contact ABIS to establish a dividend
direction plan.

Systematic Withdrawal Plan
- --------------------------

          General. Any shareholder who owns or purchases shares of the Fund
having a current NAV of at least $5,000 may establish a systematic withdrawal
plan under which the shareholder will periodically receive a payment in a stated
amount of not less than $50 on a selected date. The $5,000 account minimum does
not apply to a shareholder owning shares through an individual retirement
account or other retirement plan who has attained the age of 70 1/2 who wishes
to establish a systematic withdrawal plan to help satisfy a required minimum
distribution. Systematic withdrawal plan participants must elect to have their
dividends and distributions from the Fund automatically reinvested in additional
shares of the Fund.

          Shares of the Fund owned by a participant in the Fund's systematic
withdrawal plan will be redeemed as necessary to meet withdrawal payments and
such payments will be subject to any taxes applicable to redemptions and, except
as discussed below with respect to Class A, Class B and Class C shares, any
applicable CDSC. Shares acquired with reinvested dividends and distributions
will be liquidated first to provide such withdrawal payments and thereafter
other shares will be liquidated to the extent necessary, and depending upon the
amount withdrawn, the investor's principal may be depleted. A systematic
withdrawal plan may be terminated at any time by the shareholder or the Fund.

          Withdrawal payments will not automatically end when a shareholder's
account reaches a certain minimum level. Therefore, redemptions of shares under
the plan may reduce or even liquidate a shareholder's account and may subject
the shareholder to the Fund's involuntary redemption provisions. See "Redemption
and Repurchase of Shares - General." Purchases of additional shares concurrently
with withdrawals are undesirable because of sales charges applicable when
purchases are made. While an occasional lump-sum investment may be made by a
holder of Class A shares who is maintaining a systematic withdrawal plan, such
investment should normally be an amount equivalent to three times the annual
withdrawal or $5,000, whichever is less.

          Payments under a systematic withdrawal plan may be made by check or
electronically via the Automated Clearing House ("ACH") network. Investors
wishing to establish a systematic withdrawal plan in conjunction with their
initial investment in shares of the Fund should complete the appropriate portion
of the Subscription Application, while current Fund shareholders desiring to do
so can obtain an application form by contacting ABIS at the address or the "For
Literature" telephone number shown on the cover of this SAI.

          CDSC Waiver for Class A Shares, Class B Shares and Class C Shares.
Under the systematic withdrawal plan, up to 1% monthly, 2% bi-monthly or 3%
quarterly of the value at the time of redemption of the Class A, Class B or
Class C shares in a shareholder's account may be redeemed free of any CDSC.

          Class B shares that are not subject to a CDSC (such as shares acquired
with reinvested dividends or distributions) will be redeemed first and will
count toward the foregoing limitations. Remaining Class B shares that are held
the longest will be redeemed next. Redemptions of Class B shares in excess of
the foregoing limitations will be subject to any otherwise applicable CDSC.

          With respect to Class A and Class C shares, shares held the longest
will be redeemed first and will count toward the foregoing limitations.
Redemptions in excess of those limitations will be subject to any otherwise
applicable CDSC.

Payments to Financial Advisors and Their Firms
- ----------------------------------------------

          Financial intermediaries market and sell shares of the Fund. These
financial intermediaries employ financial advisors and receive compensation for
selling shares of the Fund. This compensation is paid from various sources,
including any sales charge, CDSC and/or Rule 12b-1 fee that you or the Fund may
pay. Your individual financial advisor may receive some or all of the amounts
paid to the financial intermediary that employs him or her.

          In the case of Class A shares, all or a portion of the initial sales
charge that you pay may be paid by the Principal Underwriter to financial
intermediaries selling Class A shares. The Principal Underwriter may also pay
these financial intermediaries a fee of up to 1% on purchases of $1 million or
more. Additionally, up to 100% of the Rule 12b-1 fees applicable to Class A
shares each year may be paid to financial intermediaries, including your
financial intermediary, that sell Class A shares.

          In the case of Class B shares, the Principal Underwriter may pay, at
the time of your purchase, a commission to financial intermediaries selling
Class B shares in an amount equal to 4% of your investment. Additionally, up to
30% of the Rule 12b-1 fees applicable to Class B shares each year may be paid to
financial intermediaries, including your financial intermediary, that sell Class
B shares.

          In the case of Class C shares, the Principal Underwriter may pay, at
the time of your purchase, a commission to firms selling Class C shares in an
amount equal to 1% of your investment. Additionally, up to 100% of the Rule
12b-1 fee applicable to Class C shares each year may be paid to financial
intermediaries, including your financial intermediary, that sell Class C shares.

          In the case of Class R shares, up to 100% of the 12b-1 fee applicable
to Class R shares each year may be paid to financial intermediaries, including
your financial intermediary, that sell Class R shares.

          In the case of Class K shares, up to 100% of the Rule 12b-1 fee
applicable to Class K shares each year may be paid to financial intermediaries,
including your financial intermediary, that sell Class K shares.

          In the case of Advisor Class shares, your financial advisor may charge
ongoing fees or transactional fees. The Principal Underwriter may pay a portion
of "ticket" or other transactional charges.


          Your financial advisor's firm receives compensation from the Fund, the
Principal Underwriter and/or the Adviser in several ways from various sources,
which include some or all of the following:

     o    upfront sales commissions

     o    12b-1 fees

     o    additional distribution support

     o    defrayal of costs for educational seminars and training

     o    payments related to providing shareholder record-keeping and/or
          transfer agency services

          Please read your Prospectus carefully for information on this
compensation.

Other Payments for Distribution Services and Educational Support
- ----------------------------------------------------------------

          In addition to the commissions paid to financial intermediaries at the
time of sale and the fees described under "Asset-Based Sales Charges or
Distribution and/or Service (Rule 12b-1) Fees," in your Prospectus, some or all
of which may be paid to financial intermediaries (and, in turn, to your
financial advisor), the Principal Underwriter, at its expense, currently
provides additional payments to firms that sell shares of the AllianceBernstein
Mutual Funds. Although the individual components may be higher and the total
amount of payments made to each qualifying firm in any given year may vary, the
total amount paid to a financial intermediary in connection with the sale of
shares of the AllianceBernstein Mutual Funds will generally not exceed the sum
of (a) 0.25% of the current year's fund sales by that firm and (b) 0.10% of
average daily net assets attributable to that firm over the year. These sums
include payments to reimburse directly or indirectly the costs incurred by these
firms and their employees in connection with educational seminars and training
efforts about the AllianceBernstein Mutual Funds for the firms' employees and/or
their clients and potential clients. The costs and expenses associated with
these efforts may include travel, lodging, entertainment and meals.

          For 2006, the Principal Underwriter's additional payments to these
firms for distribution services and educational support related to the
AllianceBernstein Mutual Funds is expected to be approximately 0.04% of the
average monthly assets of the AllianceBernstein Mutual Funds, or approximately
$18 million. In 2005, the Principal Underwriter paid approximately 0.04% of the
average monthly assets of the AllianceBernstein Mutual Funds or approximately
$18 million for distribution services and educational support related to the
AllianceBernstein Mutual Funds.

          A number of factors are considered in determining the additional
payments, including each firm's AllianceBernstein Mutual Fund sales, assets and
redemption rates, and the willingness and ability of the firm to give the
Principal Underwriter access to its financial advisors for educational and
marketing purposes. In some cases, firms will include the AllianceBernstein
Mutual Funds on a "preferred list." The Principal Underwriter's goal is to make
the financial advisors who interact with current and prospective investors and
shareholders more knowledgeable about the AllianceBernstein Mutual Funds so that
they can provide suitable information and advice about the funds and related
investor services.

          The Fund and the Principal Underwriter also make payments for
recordkeeping and other transfer agency services to financial intermediaries
that sell AllianceBernstein Mutual Fund shares. Please see "Expenses of the Fund
- - Transfer Agency Agreement" above. These expenses paid by the Fund are included
in "Other Expenses" under "Fees and Expenses of the Funds - Annual Fund
Operating Expenses" in your Prospectus.

          If one mutual fund sponsor makes greater distribution assistance
payments than another, your financial advisor and his or her firm may have an
incentive to recommend one fund complex over another. Similarly, if your
financial advisor or his or her firm receives more distribution assistance for
one share class versus another, then they may have an incentive to recommend
that class.

          Please speak with your financial advisor to learn more about the total
amounts paid to your financial advisor and his or her firm by the Fund, the
Adviser, the Principal Underwriter and by sponsors of other mutual funds he or
she may recommend to you. You should also consult disclosures made by your
financial advisor at the time of purchase.

          The Principal Underwriter anticipates that the firms that will receive
additional payments for distribution services and/or educational support
include:

          Advest
          A.G. Edwards
          AIG Financial Advisors
          Ameriprise Financial Services
          AXA Advisors
          Banc of America
          Bank One Securities Corp.
          BNY Investment Center
          Charles Schwab
          Chase Investment Services
          Citicorp Investment Services
          Citigroup Global Markets
          Commonwealth Financial Network
          Independent Financial Marketing Group
          ING Advisors Network
          Legg Mason
          Lincoln Financial Advisors
          Linsco/Private Ledger
          McDonald Investments
          Merrill Lynch
          Morgan Stanley
          Mutual Service Corporation
          National Financial
          National Planning Holdings
          New England Securities
          PFS Investments
          Piper Jaffray
          Raymond James
          RBC Dain Rauscher
          Securities America
          Signator Investors
          SunTrust Bank
          UBS AG
          UBS Financial Services
          Uvest Financial Services
          Wachovia Securities
          Walnut Street Securities
          Wells Fargo Investments

          Although the Fund may use brokers and dealers who sell shares of the
Fund to effect portfolio transactions, the Fund does not consider the sale of
AllianceBernstein Mutual Fund shares as a factor when selecting brokers or
dealers to effect portfolio transactions.

- --------------------------------------------------------------------------------

                       REDEMPTION AND REPURCHASE OF SHARES

- --------------------------------------------------------------------------------

          The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds." If you are an Advisor
Class shareholder through an account established under a fee-based program your
fee-based program may impose requirements with respect to the purchase, sale or
exchange of Advisor Class shares of the Fund that are different from those
described herein. A transaction fee may be charged by your financial
intermediary with respect to the purchase, sale or exchange of Advisor Class
shares made through such financial intermediary. The Fund has authorized one or
more brokers to receive on its behalf purchase and redemption orders. Such
brokers are authorized to designate other intermediaries to receive purchase and
redemption orders on the Fund's behalf. In such cases, orders will receive the
NAV next computed after such order is properly received by the authorized broker
or designee and accepted by the Fund.

Redemption
- ----------

          Subject only to the limitations described below, the Fund's Articles
of Incorporation require that the Fund redeem the shares tendered to it, as
described below, at a redemption price equal to their NAV as next computed
following the receipt of shares tendered for redemption in proper form. Except
for any CDSC that may be applicable to Class A shares, Class B shares and Class
C shares, there is no redemption charge. Payment of the redemption price
normally will be made within seven days after the Fund's receipt of such tender
for redemption. If a shareholder is in doubt about what documents are required
by his or her fee-based program or employee benefit plan, the shareholder should
contact his or her financial representative.

          The right of redemption may not be suspended or the date of payment
upon redemption postponed for more than seven days after shares are tendered for
redemption, except for any period during which the Exchange is closed (other
than customary weekend and holiday closings) or during which the Commission
determines that trading thereon is restricted, or for any period during which an
emergency (as determined by the Commission) exists as a result of which disposal
by the Fund of securities owned by it is not reasonably practicable or as a
result of which it is not reasonably practicable for the Fund fairly to
determine the value of its net assets, or for such other periods as the
Commission may by order permit for the protection of security holders of the
Fund.

          Payment of the redemption price normally will be made in cash. No
interest will accrue on uncashed redemption checks. The value of a shareholder's
shares on redemption or repurchase may be more or less than the cost of such
shares to the shareholder, depending upon the market value of the Fund's
portfolio securities at the time of such redemption or repurchase. Redemption
proceeds on Class A, Class B and Class C shares will reflect the deduction of
the CDSC, if any. Payment received by a shareholder upon redemption or
repurchase of his shares, assuming the shares constitute capital assets in his
hands, will result in long-term or short-term capital gains (or loss) depending
upon the shareholder's holding period and basis in respect of the shares
redeemed.

          To redeem shares of the Fund for which no share certificates have been
issued, the registered owner or owners should forward a letter to the Fund
containing a request for redemption. The Fund may require the signature or
signatures on the letter to be Medallion Signature Guaranteed. Please contact
ABIS to confirm whether a Medallion Signature Guarantee is needed.

          To redeem shares of the Fund represented by share certificates, the
investor should forward the appropriate stock certificate or certificates,
endorsed in blank or with blank stock powers attached, to the Fund with the
request that the shares represented thereby, or a specified portion thereof, be
redeemed. The stock assignment form on the reverse side of each stock
certificate surrendered to the Fund for redemption must be signed by the
registered owner or owners exactly as the registered name appears on the face of
the certificate or, alternatively, a stock power signed in the same manner may
be attached to the stock certificate or certificates or, where tender is made by
mail, separately mailed to the Fund. The signature or signatures on the
assignment form must be guaranteed in the manner described above.

          Telephone Redemption By Electronic Funds Transfer. Each Fund
shareholder is entitled to request redemption by electronic funds transfer (of
shares for which no stock certificates have been issued) by telephone at (800)
221-5672 if the shareholder has completed the appropriate portion of the
Subscription Application or, if an existing shareholder has not completed this
portion, by an "Autosell" application obtained from ABIS (except for certain
omnibus accounts). A telephone redemption request may not exceed $100,000, and
must be made by 4:00 p.m. Eastern time on a Fund business day as defined above.
Proceeds of telephone redemptions will be sent by electronic funds transfer to a
shareholder's designated bank account at a bank selected by the shareholder that
is a member of the NACHA.

          Telephone Redemption By Check. Each Fund shareholder is eligible to
request redemption by check of Fund shares for which no stock certificates have
been issued by telephone at (800) 221-5672 before 4:00 p.m. Eastern time on a
Fund business day in an amount not exceeding $100,000. Proceeds of such
redemptions are remitted by check to the shareholder's address of record. A
shareholder otherwise eligible for telephone redemption by check may cancel the
privilege by written instruction to ABIS or by checking the appropriate box on
the Subscription Application.

          Telephone Redemptions - General. During periods of drastic economic,
market or other developments, such as the terrorist attacks on September 11,
2001, it is possible that shareholders would have difficulty in reaching ABIS by
telephone (although no such difficulty was apparent at any time in connection
with the attacks). If a shareholder were to experience such difficulty, the
shareholder should issue written instructions to ABIS at the address shown on
the cover of this SAI. The Fund reserves the right to suspend or terminate its
telephone redemption service at any time without notice. Telephone redemption is
not available with respect to shares (i) for which certificates have been
issued, (ii) held in nominee or "street name" accounts, (iii) held by a
shareholder who has changed his or her address of record within the preceding 30
calendar days or (iv) held in any retirement plan account. Neither the Fund, the
Adviser, the Principal Underwriter nor ABIS will be responsible for the
authenticity of telephone requests for redemptions that the Fund reasonably
believes to be genuine. The Fund will employ reasonable procedures in order to
verify that telephone requests for redemptions are genuine, including, among
others, recording such telephone instructions and causing written confirmations
of the resulting transactions to be sent to shareholders. If the Fund did not
employ such procedures, it could be liable for losses arising from unauthorized
or fraudulent telephone instructions. Financial intermediaries may charge a
commission for handling telephone requests for redemptions.

Repurchase
- ----------

          The Fund may repurchase shares through the Principal Underwriter or
financial intermediaries. The repurchase price will be the NAV next determined
after the Principal Underwriter receives the request (less the CDSC, if any,
with respect to the Class A, Class B and Class C shares), except that requests
placed through financial intermediaries before the close of regular trading on
the Exchange on any day will be executed at the NAV determined as of such close
of regular trading on that day if received by the Principal Underwriter prior to
its close of business on that day (normally 5:00 p.m. Eastern time). The
financial intermediary is responsible for transmitting the request to the
Principal Underwriter by 5:00 p.m. Eastern time (certain financial
intermediaries may enter into operating agreements permitting them to transmit
purchase information that was received prior to the close of business to the
Principal Underwriter after 5:00 p.m. Eastern time and receive that day's NAV).
If the financial intermediary fails to do so, the shareholder's right to receive
that day's closing price must be settled between the shareholder and that
financial intermediary. A shareholder may offer shares of the Fund to the
Principal Underwriter either directly or through a financial intermediary.
Neither the Fund nor the Principal Underwriter charges a fee or commission in
connection with the repurchase of shares (except for the CDSC, if any, with
respect to Class A, Class B and Class C shares). Normally, if shares of the Fund
are offered through a financial intermediary, the repurchase is settled by the
shareholder as an ordinary transaction with or through the financial
intermediary, who may charge the shareholder for this service. The repurchase of
shares of the Fund as described above with respect to financial intermediaries
is a voluntary service of the Fund, and the Fund may suspend or terminate this
practice at any time.

General
- -------

          The Fund reserves the right to close out an account that has remained
below $500 for 90 days. No CDSC will be deducted from the proceeds of this
redemption. In the case of a redemption or repurchase of shares of the Fund
recently purchased by check, redemption proceeds will not be made available
until the Fund is reasonably assured that the check has cleared, normally up to
15 calendar days following the purchase date.

- --------------------------------------------------------------------------------

                              SHAREHOLDER SERVICES

- --------------------------------------------------------------------------------

          The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds." The shareholder services
set forth below are applicable to all classes of shares unless otherwise
indicated. If you are an Advisor Class shareholder through an account
established under a fee-based program or a shareholder in a group retirement
plan, your fee-based program or retirement plan may impose requirements with
respect to the purchase, sale or exchange of Advisor Class shares of the Fund
that are different from those described herein.

Automatic Investment Program
- ----------------------------

          Investors may purchase shares of the Fund through an automatic
investment program utilizing electronic funds transfers drawn on the investor's
own bank account. Under such a program, pre-authorized monthly drafts for a
fixed amount are used to purchase shares through the selected dealer or selected
agent designated by the investor at the public offering price next determined
after the Principal Underwriter receives the proceeds from the investor's bank.
The monthly drafts must be in minimum amounts of either $50 or $200, depending
on the investor's initial purchase. If an investor makes an initial purchase of
at least $2,500, the minimum monthly amount for pre-authorized drafts is $50. If
an investor makes an initial purchase of less than $2,500, the minimum monthly
amount for pre-authorized drafts is $200 and the investor must commit to a
monthly investment of at least $200 until the investor's account balance is
$2,500 or more. In electronic form, drafts can be made on or about a date each
month selected by the shareholder. Investors wishing to establish an automatic
investment program in connection with their initial investment should complete
the appropriate portion of the Subscription Application. Current shareholders
should contact ABIS at the address or telephone numbers shown on the cover of
this SAI to establish an automatic investment program.

          Shareholders committed to monthly investments of $25 or more through
the Automatic Investment Program by October 15, 2004 are able to continue their
program despite the $200 monthly minimum.

Exchange Privilege
- ------------------

          You may exchange your investment in the Fund for shares of the same
class of other AllianceBernstein Mutual Funds (including AllianceBernstein
Exchange Reserves, a money market fund managed by the Adviser) if the other
AllianceBernstein Mutual Fund in which you invest offers shares of the same
class. In addition, (i) present officers and full-time employees of the Adviser,
(ii) present Directors or Trustees of any AllianceBernstein Mutual Fund and
(iii) certain employee benefit plans for employees of the Adviser, the Principal
Underwriter, ABIS and their affiliates may, on a tax-free basis, exchange Class
A shares of the Fund for Advisor Class shares of the Fund. Exchanges of shares
are made at the NAV next determined and without sales or service charges.
Exchanges may be made by telephone or written request. In order to receive a
day's NAV, ABIS must receive and confirm a telephone exchange request by 4:00
p.m. Eastern time, on that day.

          Shares will continue to age without regard to exchanges for purpose of
determining the CDSC, if any, upon redemption and, in the case of Class B
shares, for the purpose of conversion to Class A shares. After an exchange, your
Class B shares will automatically convert to Class A shares in accordance with
the conversion schedule applicable to the Class B shares of the
AllianceBernstein Mutual Fund you originally purchased for cash ("original
shares"). When redemption occurs, the CDSC applicable to the original shares is
applied.

          Please read carefully the prospectus of the AllianceBernstein Mutual
Fund into which you are exchanging before submitting the request. Call ABIS at
800-221-5672 to exchange uncertificated shares. Except with respect to exchanges
of Class A shares of the Fund for Advisor Class shares of the Fund, exchanges of
shares as described above in this section are taxable transactions for federal
income tax purposes. The exchange service may be modified, restricted or
terminated on 60 days' written notice.

          All exchanges are subject to the minimum investment requirements and
any other applicable terms set forth in the Prospectuses for the
AllianceBernstein Mutual Fund whose shares are being acquired. An exchange is
effected through the redemption of the shares tendered for exchange and the
purchase of shares being acquired at their respective NAVs as next determined
following receipt by the AllianceBernstein Mutual Fund whose shares are being
exchanged of (i) proper instructions and all necessary supporting documents as
described in such fund's prospectus, or (ii) a telephone request for such
exchange in accordance with the procedures set forth in the following paragraph.
Exchanges involving the redemption of shares recently purchased by check will be
permitted only after the AllianceBernstein Mutual Fund whose shares have been
tendered for exchange is reasonably assured that the check has cleared, normally
up to 15 calendar days following the purchase date. Exchange of shares of
AllianceBernstein Mutual Funds will generally result in the realization of a
capital gain or loss for federal income tax purposes.

          Each Fund shareholder and the shareholder's financial intermediary are
authorized to make telephone requests for exchanges unless ABIS receives written
instruction to the contrary from the shareholder, or the shareholder declines
the privilege by checking the appropriate box on the Subscription Application.
Such telephone requests cannot be accepted with respect to shares then
represented by stock certificates. Shares acquired pursuant to a telephone
request for exchange will be held under the same account registration as the
shares redeemed through such exchange.

          Eligible shareholders desiring to make an exchange should telephone
ABIS with their account number and other details of the exchange, at (800)
221-5672 before 4:00 p.m., Eastern time, on a Fund business day as defined
above. Telephone requests for exchange received before 4:00 p.m. Eastern time on
a Fund business day will be processed as of the close of business on that day.
During periods of drastic economic, market or other developments, such as the
terrorist attacks on September 11, 2001, it is possible that shareholders would
have difficulty in reaching ABIS by telephone (although no such difficulty was
apparent at any time in connection with the attacks). If a shareholder were to
experience such difficulty, the shareholder should issue written instructions to
ABIS at the address shown on the cover of this SAI.

          A shareholder may elect to initiate a monthly "Auto Exchange" whereby
a specified dollar amount's worth of his or her Fund shares (minimum $25) is
automatically exchanged for shares of another AllianceBernstein Mutual Fund.
Auto Exchange transactions normally occur on the 12th day of each month, or the
following Fund business day prior thereto.

          None of the AllianceBernstein Mutual Funds, the Adviser, the Principal
Underwriter or ABIS will be responsible for the authenticity of telephone
requests for exchanges that the Fund reasonably believes to be genuine. The Fund
will employ reasonable procedures in order to verify that telephone requests for
exchanges are genuine, including, among others, recording such telephone
instructions and causing written confirmations of the resulting transactions to
be sent to shareholders. If the Fund did not employ such procedures, it could be
liable for losses arising from unauthorized or fraudulent telephone
instructions. Financial intermediaries may charge a commission for handling
telephone requests for exchanges.

          The exchange privilege is available only in states where shares of the
AllianceBernstein Mutual Fund being acquired may be legally sold. Each
AllianceBernstein Mutual Fund reserves the right, at any time on 60 days'
written notice to its shareholders, to modify, restrict or terminate the
exchange privilege.

Statements and Reports
- ----------------------

          Each shareholder of the Fund receives semi-annual and annual reports
which include a portfolio of investments, financial statements and, in the case
of the annual report, the report of the Fund's independent registered public
accounting firm, Ernst & Young LLP, as well as a monthly cumulative dividend
statement and a confirmation of each purchase and redemption. By contacting his
or her financial intermediary or ABIS a shareholder can arrange for copies of
his or her account statements to be sent to another person.

- --------------------------------------------------------------------------------

                                 NET ASSET VALUE

- --------------------------------------------------------------------------------

          The NAV is computed at the next close of regular trading on the
Exchange (ordinarily 4:00 p.m. Eastern time) following receipt of a purchase or
redemption order by the Fund on each Fund business day on which such an order is
received and on such other days as the Board of Directors deems appropriate or
necessary in order to comply with Rule 22c-1 under the 1940 Act. The Fund's NAV
is calculated by dividing the value of the Fund's total assets, less its
liabilities, by the total number of its shares then outstanding. A Fund business
day is any weekday on which the Exchange is open for trading.

          In accordance with applicable rules under the 1940 Act and the Fund's
pricing policies and procedures adopted by the Board of Directors (the "Pricing
Policies"), portfolio securities are valued at current market value or at fair
value. The Board of Directors has delegated to the Adviser, subject to the
Board's continuing oversight, certain of its duties with respect to the Pricing
Policies.

          With respect to securities for which market quotations are readily
available, the market value of a security will be determined as follows:

          (a) securities listed on the Exchange or on a foreign securities
exchange are valued at the last sale price reflected on the consolidated tape at
the close of the Exchange or foreign securities exchange on the business day as
of which such value is being determined. If there has been no sale on such day,
the securities are valued at the mean of the closing bid and asked prices on
such day. If no bid or asked prices are quoted on such day, then the security is
valued in good faith at fair value by, or in accordance with procedures
established by, the Board of Directors;

          (b) securities not listed on the Exchange or on a foreign securities
exchange but listed on other national securities exchanges are valued in
accordance with paragraph (a) above, and securities traded on The Nasdaq Stock
Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ Official
Closing Price;

          (c) securities traded on the Exchange or on a foreign securities
exchange and on one or more other national or foreign securities exchanges, and
securities not traded on the Exchange but traded on one or more other national
or foreign securities exchanges, are valued in accordance with paragraph (a)
above by reference to the principal exchange on which the securities are traded;

          (d) listed put or call options purchased by the Fund are valued at the
last sale price. If there has been no sale on that day, such securities will be
valued at the closing bid prices on that day;

          (e) open futures contracts and options thereon will be valued using
the closing settlement price or, in the absence of such a price, the most recent
quoted bid price. If there are no quotations available for the day of
valuations, the last available closing settlement price will be used;

          (f) securities traded in the over-the-counter market, including
securities listed on a national securities exchange whose primary market is
believed to be over-the-counter (but excluding securities traded on NASDAQ) are
valued at the mean of the current bid and asked prices as reported by the
National Quotation Bureau or other comparable sources;

          (g) U.S. Government securities and other debt instruments having 60
days or less remaining until maturity are valued at amortized cost if their
original maturity was 60 days or less, or by amortizing their fair value as of
the 61st day prior to maturity if their original term to maturity exceeded 60
days (unless in either case it is determined, in accordance with procedures
established by the Board of Directors, that this method does not represent fair
value);

          (h) fixed-income securities may be valued on the basis of prices
provided by a pricing service when such prices are believed to reflect the fair
market value of such securities. The prices provided by a pricing service take
into account many factors, including institutional size, trading in similar
groups of securities and any developments related to specific securities. For
securities where the Adviser has determined that an appropriate pricing service
does not exist, such securities may be valued on the basis of a quoted bid price
or spread from a major broker-dealer in such security;

          (i) mortgage-backed and asset-backed securities may be valued at
prices obtained from a bond pricing service or at a price obtained from one or
more of the major broker-dealers in such securities when such prices are
believed to reflect the fair market value of such securities. In cases where
broker-dealer quotes are obtained, the Adviser may establish procedures whereby
changes in market yields or spreads are used to adjust, on a daily basis, a
recently obtained quoted bid price on a security;

          (j) OTC and other derivatives are valued on the basis of a quoted bid
price or spread from a major broker-dealer in such security; and

          (k) all other securities will be valued in accordance with readily
available market quotations as determined in accordance with procedures
established by the Board of Directors.

          The Fund values its securities at their current market value
determined on the basis of market quotations or, if market quotations are not
readily available or are unreliable, at "fair value" as determined in accordance
with procedures established by and under the general supervision of the Fund's
Board of Directors. When the Fund uses fair value pricing, it may take into
account any factors it deems appropriate. The Fund may determine fair value
based upon developments related to a specific security, current valuations of
foreign stock indices (as reflected in U.S. futures markets) and/or U.S. sector
or broader stock market indices. The prices of securities used by the Fund to
calculate its NAV may differ from quoted or published prices for the same
securities. Fair value pricing involves subjective judgments and it is possible
that the fair value determined for a security is materially different than the
value that could be realized upon the sale of that security.

          The Fund expects to use fair value pricing for securities primarily
traded on U.S. exchanges only under very limited circumstances, such as the
early closing of the exchange on which a security is traded or suspension of
trading in the security. The Fund may use fair value pricing more frequently for
securities primarily traded in non-U.S. markets because, among other things,
most foreign markets close well before the Fund values its securities at 4:00
p.m., Eastern Time. The earlier close of these foreign markets gives rise to the
possibility that significant events, including broad market moves, may have
occurred in the interim. For example, the Fund believes that foreign security
values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Fund may frequently value many of
its foreign equity securities using fair value prices based on third party
vendor modeling tools to the extent available.

          Subject to the Board's oversight, the Fund's Board has delegated
responsibility for valuing the Fund's assets to the Adviser. The Adviser has
established a Valuation Committee, which operates under the policies and
procedures approved by the Board, to value the Fund's assets on behalf of the
Fund. The Valuation Committee values Fund assets as described above.

          The Fund may suspend the determination of its NAV (and the offering
and sale of shares), subject to the rules of the Commission and other
governmental rules and regulations, at a time when: (1) the Exchange is closed,
other than customary weekend and holiday closings, (2) an emergency exists as a
result of which it is not reasonably practicable for the Fund to dispose of
securities owned by it or to determine fairly the value of its net assets, or
(3) for the protection of shareholders, the Commission by order permits a
suspension of the right of redemption or a postponement of the date of payment
on redemption.

          For purposes of determining the Fund's NAV, all assets and liabilities
initially expressed in a foreign currency will be converted into U.S. dollars at
the mean of the current bid and asked prices of such currency against the U.S.
dollar last quoted by a major bank that is a regular participant in the relevant
foreign exchange market or on the basis of a pricing service that takes into
account the quotes provided by a number of such major banks. If such quotations
are not available as of the close of the Exchange, the rate of exchange will be
determined in good faith by, or under the direction of, the Board of Directors.

          The assets attributable to the Class A shares, Class B shares, Class C
shares, Class R shares, Class K shares, Class I shares and Advisor Class shares
will be invested together in a single portfolio. The NAV of each class will be
determined separately by subtracting the liabilities allocated to that class
from the assets belonging to that class in conformance with the provisions of a
plan adopted by the Fund in accordance with Rule 18f-3 under the 1940 Act.

- --------------------------------------------------------------------------------

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

- --------------------------------------------------------------------------------

          Dividends paid by the Fund, if any, with respect to Class A, Class B,
Class C, Class R, Class K, Class I and Advisor Class shares will be calculated
in the same manner at the same time on the same day and will be in the same
amount, except that the higher distribution services applicable to Class B and C
shares, and any incremental transfer agency costs relating to Class B and Class
C shares, will be borne exclusively by the class to which they relate.

United States Federal Income Taxes
- ----------------------------------

          General. The Fund intends for each taxable year to qualify to be taxed
as a "regulated investment company" under the Code. To so qualify, the Fund
must, among other things, (i) derive at least 90% of its gross income in each
taxable year from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stock, securities or foreign
currency, certain other income (including, but not limited to, gains from
options, futures and forward contracts) derived with respect to its business of
investing in stock, securities or currency or net income derived from interests
in certain qualified publicly traded partnerships; and (ii) diversify its
holdings so that, at the end of each quarter of its taxable year, the following
two conditions are met: (a) at least 50% of the value of the Fund's assets is
represented by cash, cash items, U.S. Government Securities, securities of other
regulated investment companies and other securities with respect to which the
Fund's investment is limited, in respect of any one issuer, to an amount not
greater than 5% of the Fund's assets and 10% of the outstanding voting
securities of such issuer, and (b) not more than 25% of the value of the Fund's
assets is invested in securities of any one issuer (other than U.S. Government
Securities or securities of other regulated investment companies).

          It is the present policy of the Fund to distribute to shareholders all
net investment income quarterly and to distribute realized capital gains, if
any, annually. There is no fixed dividend rate and there can be no assurance
that the Fund will pay any dividends. The amount of any dividend or distribution
paid on shares of the Fund must necessarily depend upon the realization of
income and capital gains from the Fund's investments. No interest will accrue on
uncashed distribution checks.

          If the Fund qualifies as a regulated investment company for any
taxable year and makes timely distributions to its shareholders of 90% or more
of its net investment income for that year (calculated without regard to its net
capital gain, i.e., the excess of its net long-term capital gain over its net
short-term capital loss), it will not be subject to federal income tax on the
portion of its taxable income for the year (including any net capital gain) that
it distributes to shareholders.

          The Fund will also avoid the 4% federal excise tax that would
otherwise apply to certain undistributed income for a given calendar year if it
makes timely distributions to the shareholders equal to at least the sum of (i)
98% of its ordinary income for that year; (ii) 98% of its capital gain net
income and foreign currency gains for the twelve-month period ending on October
31 (or November 30 at the election of the Fund) of that year; and (iii) any
ordinary income or capital gain net income from the preceding calendar year that
was not distributed during that year. For this purpose, income or gain retained
by the Fund that is subject to corporate income tax will be considered to have
been distributed by the Fund by year-end. For federal income and excise tax
purposes, dividends declared and payable to shareholders of record as of a date
in October, November or December of a given year but actually paid during the
immediately following January will be treated as if paid by the Fund on December
31 of that calendar year, and will be taxable to these shareholders for the year
declared, and not for the year in which the shareholders actually receive the
dividend.

          The information set forth in the Prospectuses and the following
discussion relate solely to the significant United States federal income taxes
on dividends and distributions by the Fund and assumes that the Fund qualifies
to be taxed as a regulated investment company. An investor should consult his or
her own tax advisor with respect to the specific tax consequences of being a
shareholder in the Fund, including the effect and applicability of federal,
state, local and foreign tax laws to his or her own particular situation and the
possible effects of changes therein.

          Dividends and Distributions. Dividends of the Fund's net ordinary
income and distributions of any net realized short-term capital gain are taxable
to shareholders as ordinary income. Due to distributions of amounts representing
a return of capital the Fund will receive from REITs in which the Fund is
invested, distributions made by the Fund may also include nontaxable returns of
capital, which will reduce a shareholder's basis in shares of the Fund. If a
shareholder's basis is reduced to zero (which could happen if the shareholder
does not reinvest distributions and returns of capital are significant), any
further returns of capital will be taxable as capital gain.

          In the case of corporate shareholders, a portion of the Fund's
dividends may be eligible for the dividends-received deduction. The amount
eligible for the deduction is limited to the amount of qualifying dividends
received by the Fund. Distributions received from REITs generally do not
constitute qualifying dividends. A corporation's dividends-received deduction
generally will be disallowed unless the corporation holds shares in the Fund at
least 46 days during the 90-day period beginning 45 days before the date on
which the corporation becomes entitled to receive the dividend. Furthermore, the
dividends-received deduction will be disallowed to the extent a corporation's
investment in shares of the Fund is financed with indebtedness. It is not
expected that any of the Fund's dividends will be treated as "qualified dividend
income" taxable to individuals, trusts and estates at a maximum rate of 15% if
paid on or before December 31, 2008 (5% for individuals, trusts and estates in
lower tax brackets).

          Distributions of net capital gain are taxable as long-term capital
gain, regardless of how long a shareholder has held shares in the Fund. Any
dividend or distribution received by a shareholder on shares of the Fund will
have the effect of reducing the NAV of such shares by the amount of such
dividend or distribution. Furthermore, a dividend or distribution made shortly
after the purchase of such shares by a shareholder, although in effect a return
of capital to that particular shareholder, would be taxable to him or her as
described above. Dividends are taxable in the manner discussed regardless of
whether they are paid to the shareholder in cash or are reinvested in additional
shares of the Fund.

          After the end of the calendar year, the Fund will notify shareholders
of the federal income tax status of any distributions made by the Fund to
shareholders during such year.

          Sales and Redemptions. Any gain or loss arising from a sale or
redemption of Fund shares generally will be capital gain or loss except in the
case of a dealer or a financial institution, and will be long-term capital gain
or loss if the shareholder has held such shares for more than one year at the
time of the sale or redemption; otherwise it will be short-term capital gain or
loss. If a shareholder has held shares in the Fund for six months or less and
during that period has received a distribution of net capital gain, any loss
recognized by the shareholder on the sale of those shares during the six-month
period will be treated as a long-term capital loss to the extent of the
distribution. In determining the holding period of such shares for this purpose,
any period during which a shareholder's risk of loss is offset by means of
options, short sales or similar transactions is not counted.

          Any loss realized by a shareholder on a sale or exchange of shares of
the Fund will be disallowed to the extent the shares disposed of are replaced
within a period of 61 days beginning 30 days before and ending 30 days after the
shares are sold or exchanged. For this purpose, acquisitions pursuant to the
Dividend Reinvestment Plan would constitute a replacement if made within the
period. If disallowed, the loss will be reflected in an upward adjustment to the
basis of the shares acquired.

          Qualified Plans. A dividend or capital gains distribution with respect
to shares of the Fund held by a tax-deferred or qualified plan, such as an
individual retirement account, 403(b)(7) retirement plan or corporate pension or
profit-sharing plan, generally will not be taxable to the plan. Distributions
from such plans will be taxable to individual participants under applicable tax
rules without regard to the character of the income earned by the qualified
plan.

          Backup Withholding. The Fund may be required to withhold United States
federal income tax (currently at a rate of 28% of all distributions payable to a
shareholder who fails to provide the Fund with his or her correct taxpayer
identification number or to make required certifications, or is notified by the
Internal Revenue Service ("IRS") that he or she is subject to backup
withholding. Certain categories of shareholders, including all corporations, are
exempt from such backup withholding. Backup withholding is not an additional
tax; rather, a shareholder generally may obtain a refund of any amounts withheld
under backup withholding rules that exceed such shareholder's income tax
liability by filing a refund claim with the IRS, provided that the required
information is furnished to the IRS.

          Real Estate Mortgage Investment Conduits. The fund may invest in
REMICs. Interests in REMICs are classified as either "regular" interests or
"residual" interests. Regular interests in a REMIC are treated as debt
instruments for federal income tax purposes to which the rules generally
applicable to debt obligations apply. If regular interests in a REMIC are issued
at a discount, application of the original issue discount provisions of the Code
may increase the amount of the Fund's net investment income available to be
distributed to shareholders, potentially causing the Fund to pay out as an
income distribution each year an amount which is greater than the total amount
of cash interest the Fund actually received.

          Under the Code, special rules apply with respect to the treatment of a
portion of the Fund's income from REMIC residual interests. (Such portion is
referred to herein as "Excess Inclusion Income.") Excess Inclusion Income
generally cannot be offset by net operating losses and, in addition, constitutes
unrelated business taxable income to entities which are subject to the unrelated
business income tax. The Code provides that a portion of Excess Inclusion Income
attributable to REMIC residual interests held by regulated investment companies
such as the Fund shall, pursuant to regulations, be allocated to the
shareholders of such regulated investment company in proportion to the dividends
received by such shareholders. Accordingly, shareholders of the Fund will
generally not be able to use net operating losses to offset such Excess
Inclusion Income. In addition, if a shareholder of the Fund is a tax-exempt
entity not subject to the unrelated business income tax and is allocated any
amount of Excess Inclusion Income, the Fund must pay a tax on the amount of
Excess Inclusion Income allocated to such shareholder at the highest corporate
rate. Any tax paid by the Fund as a result of this requirement may be deducted
by the Fund from the gross income of the residual interest involved. A
shareholder subject to the unrelated business income tax may be required to file
a return and pay a tax on such Excess Inclusion Income even though a shareholder
might not have been required to pay such tax or file such return absent the
receipt of such Excess Inclusion Income. It is anticipated that only a small
portion, if any, of the assets of the Fund will be invested in REMIC residual
interests. Accordingly, the amount of Excess Inclusion Income, if any, received
by the Fund and allocated to its shareholders should be quite small.
Shareholders that are subject to the unrelated business income tax should
consult their own tax advisor regarding the treatment of their income derived
from the Fund.

Taxation of Foreign Stockholders
- --------------------------------

          The foregoing discussion relates only to United States federal income
tax law as it affects shareholders who are United States citizens or residents
or United States corporations. The effects of federal income tax law on
shareholders who are non-resident alien individuals or foreign corporations may
be substantially different. Foreign investors should therefore consult their
counsel for further information as to the United States tax consequences of
receipt of income from the Fund.

          In general, dividends (other than long-term capital gain dividends)
paid by a Fund to a shareholder that is not a "U.S. person" within the meaning
of the Code (such shareholder, a "foreign person") are subject to withholding of
U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even
if they are funded by income or gains (such as portfolio interest, short-term
capital gains, or foreign-source dividend and interest income) that, if paid to
a foreign person directly, would not be subject to withholding.

          However, under the American Jobs Creation Act of 2004 (the "2004
Act"), effective for taxable years of the Funds beginning after December 31,
2004 and before January 1, 2008, a Fund will generally not be required to
withhold any amounts (i) with respect to distributions attributable to
U.S.-source interest income that would not be subject to U.S. federal income tax
if earned directly by an individual foreign person, to the extent such
distributions are properly designated by the Fund or (ii) with respect to
distributions (other than distributions to an individual foreign person who is
present in the United States for a period or periods aggregating 183 days or
more during the year of the distribution) of net short-term capital gains in
excess of net long-term capital losses, to the extent such distributions are
properly designated by the Fund. In addition, as indicated above, long-term
capital gain dividends will not be subject to withholding of U.S. federal income
tax.

          In general, a beneficial holder of shares who is a foreign person is
not subject to U.S. federal income tax on gain (and is not allowed a deduction
for losses) realized on the sale, exchange or redemption of shares of the Fund
or on long-term capital gain dividends.

          However, any ordinary income dividends, long-term capital gain
dividends or gain on the sale, exchange or redemption of Fund shares will be
subject to U.S. federal income tax at regular income tax rates if they are
effectively connected with the foreign shareholder's conduct of a trade or
business in the United States.

          Under the 2004 Act, distributions by a Fund to a foreign person which
are attributable to gain from "United States real property interests" ("USRPIs")
will give rise to an obligation for those foreign persons to file a U.S. tax
return and pay U.S. federal income tax. A USRPI includes U.S. real property and
stock in "United States real property holding corporations." A United States
real property holding corporation is any corporation that holds (or held during
the previous five-year period) USRPIs with a fair market value equal to 50% or
more of the fair market value of all of the corporation's real property and its
assets used or held for use in a trade or business. However, with respect to a
class of stock of a corporation which is traded on an established securities
market, stock of such class shall be treated as a USRPI only in the case of a
person who holds more than 5% of such class of stock at any time during the
previous five-year period. This provision is generally effective for taxable
years of a Fund beginning after December 31, 2004 and applies to dividends paid
or deemed paid on or before December 31, 2007.

Other Taxes
- -----------

          The Fund may be subject to other state and local taxes.

- --------------------------------------------------------------------------------

                             PORTFOLIO TRANSACTIONS

- --------------------------------------------------------------------------------

          Subject to the general oversight of the Board of Directors of the
Fund, the Adviser is responsible for the investment decisions and the placing of
orders for portfolio transactions for the Fund. The Adviser determines the
broker or dealer to be used in each specific transaction with the objective of
negotiating a combination of the most favorable commission (for transactions on
which a commission is payable) and the best price obtainable on each transaction
(generally defined as best execution). In connection with seeking best price and
execution, the Fund does not consider sales of shares of the Fund or other
investment companies managed by the Adviser as a factor in the selection of
brokers and dealers to effect portfolio transactions and has adopted a policy
and procedures reasonably designed to preclude such considerations.

          The management of the Fund has the responsibility for allocating its
brokerage orders and may direct orders to any broker. It is the Fund's general
policy to seek favorable net prices and prompt reliable execution in connection
with the purchase or sale of all portfolio securities. In the purchase and sale
of over-the-counter securities, it is the Fund's policy to use the primary
market makers except when a better price can be obtained by using a broker. The
use of brokers who supply supplemental research and analysis and other services
may result in the payment of higher commissions than those available from other
brokers and dealers who provide only the execution of portfolio transactions. In
addition, the supplemental research and analysis and other services that may be
obtained from brokers and dealers through which brokerage transactions are
affected may be useful to the Adviser in connection with advisory clients other
than the Fund.

          Investment decisions for the Fund are made independently from those
for other investment companies and other advisory accounts managed by the
Adviser. It may happen, on occasion, that the same security is held in the
portfolio of the Fund and one or more of such other companies or accounts.
Simultaneous transactions are likely when several funds or accounts are managed
by the same Adviser, particularly when a security is suitable for the investment
objectives of more than one of such companies or accounts. When two or more
companies or accounts managed by the Adviser are simultaneously engaged in the
purchase or sale of the same security, the transactions are allocated to the
respective companies or accounts both as to amount and price, in accordance with
a method deemed equitable to each company or account. In some cases this system
may adversely affect the price paid or received by the Fund or the size of the
position obtainable for the Fund.

          Allocations are made by the officers of the Fund or of the Adviser.
Purchases and sales of portfolio securities are determined by the Adviser and
are placed with broker-dealers by the order department of the Adviser.

          The extent to which commissions that will be charged by broker-dealers
selected by the Fund may reflect an element of value for research cannot
presently be determined. To the extent that research services of value are
provided by broker-dealers with or through whom the Fund places portfolio
transactions, the Adviser may be relieved of expenses which it might otherwise
bear. Research services furnished by broker-dealers could be useful and of value
to the Adviser in servicing its other clients as well as the Fund; but, on the
other hand, certain research services obtained by the Adviser as a result of the
placement of portfolio brokerage of other clients could be useful and of value
to it in serving the Fund.

          The Fund may from time to time place orders for the purchase or sale
of securities (including listed call options) with SCB & Co., an affiliate of
the Adviser. In such instances, the placement of orders with such brokers would
be consistent with the Fund's objective of obtaining best execution and would
not be dependent upon the fact that SCB & Co. is an affiliate of the Adviser.
With respect to orders placed with SCB & Co. for execution on a national
securities exchange, commissions received must conform to Section 17(e)(2)(A) of
the 1940 Act and Rule 17e-1 thereunder, which permit an affiliated person of a
registered investment company (such as the Fund), or any affiliated person of
such person, to receive a brokerage commission from such registered investment
company provided that such commission is reasonable and fair compared to the
commissions received by other brokers in connection with comparable transactions
involving similar securities during a comparable period of time.


          During the fiscal years ended November 30, 2003, 2004 and 2005, the
Fund incurred brokerage commissions amounting in the aggregate to $274,421,
$376,355 and $363,523, respectively. During the fiscal years ended November 30,
2003, 2004 and 2005, brokerage commissions amounting in the aggregate to $0,
94,482 and $174,021, respectively, were paid to SCB & Co. During the fiscal year
ended November 30, 2005, the brokerage commissions paid to SCB & Co. constituted
47.87% of the Fund's aggregate brokerage commissions. During the fiscal year
ended November 30, 2005, of the Fund's aggregate dollar amount of brokerage
transactions involving the payment of commissions, 40.27% were effected
through SCB & Co. During the fiscal year ended November 30, 2005, transactions
in portfolio securities of the Fund aggregating $496,099,047 with associated
brokerage commissions of approximately $336,103 were allocated to persons
or firms supplying research services to the Fund or the Adviser.

Disclosure of Portfolio Holdings
- --------------------------------

          The Fund believes that the ideas of the Adviser's investment staff
should benefit the Fund and its shareholders, and does not want to afford
speculators an opportunity to profit by anticipating Fund trading strategies or
using Fund information for stock picking. However, the Fund also believes that
knowledge of the Fund's portfolio holdings can assist shareholders in monitoring
their investment, making asset allocation decisions, and evaluating portfolio
management techniques.

          The Adviser has adopted, on behalf of the Fund, policies and
procedures relating to disclosure of the Fund's portfolio securities. The
policies and procedures relating to disclosure of the Fund's portfolio
securities are designed to allow disclosure of portfolio holdings information
where necessary to the Fund's operation or useful to the Fund's shareholders
without compromising the integrity or performance of the Fund. Except when there
are legitimate business purposes for selective disclosure and other conditions
(designed to protect the Fund and its shareholders) are met, the Fund does not
provide or permit others to provide information about the Fund's portfolio
holdings on a selective basis.

          The Fund includes portfolio holdings information as required in
regulatory filings and shareholder reports, discloses portfolio holdings
information as required by federal or state securities laws and may disclose
portfolio holdings information in response to requests by governmental
authorities. In addition, the Adviser posts portfolio holdings information on
the Adviser's website (www.AllianceBernstein.com). The Adviser posts on the
website a complete schedule of the Fund's portfolio securities, as of the last
day of each calendar month, approximately 30 days after the end of that month.
This posted information generally remains accessible on the website for three
months. For each portfolio security, the posted information includes its name,
the number of shares held by the Fund, the market value of the Fund's holdings,
and the percentage of the Fund's assets represented by the Fund's holdings. In
addition to the schedule of portfolio holdings, the Adviser may post information
about the number of securities the Fund holds, a summary of the Fund's top ten
holdings (including name and the percentage of the Fund's assets invested in
each holding), and a percentage breakdown of the Fund's investments by country,
sector and industry, as applicable approximately 20 days after the end of the
month. The day after portfolio holdings information is publicly available on the
website, it may be mailed, e-mailed or otherwise transmitted to any person.

          The Adviser may distribute or authorize the distribution of
information about the Fund's portfolio holdings that is not publicly available,
on the website or otherwise, to the Adviser's employees and affiliates that
provide services to the Fund. In addition, the Adviser may distribute or
authorize distribution of information about the Fund's portfolio holdings that
is not publicly available, on the website or otherwise, to the Fund's service
providers who require access to the information in order to fulfill their
contractual duties relating to the Fund, to facilitate the review of the Fund by
rating agencies, for the purpose of due diligence regarding a merger or
acquisition, or for the purpose of effecting in-kind redemption of securities to
facilitate orderly redemption of portfolio assets and minimal impact on
remaining Fund shareholders. The Adviser does not expect to disclose information
about the Fund's portfolio holdings that is not publicly available to the Fund's
individual or institutional investors or to intermediaries that distribute the
Fund's shares. Information may be disclosed with any frequency and any lag, as
appropriate.

          Before any non-public disclosure of information about the Fund's
portfolio holdings is permitted, however, the Adviser's Mutual Fund Compliance
Director must determine that the Fund has a legitimate business purpose for
providing the portfolio holdings information, that the disclosure is in the best
interests of the Fund's shareholders, and that the recipient agrees or has a
duty to keep the information confidential and agrees not to trade directly or
indirectly based on the information or to use the information to form a specific
recommendation about whether to invest in the Fund or any other security. Under
no circumstances may the Adviser or its affiliates receive any consideration or
compensation for disclosing the information.


          The Adviser has established procedures to ensure that the Fund's
portfolio holdings information is only disclosed in accordance with these
policies. Only the Adviser's Mutual Fund Compliance Director (or his designee)
may approve the disclosure, and then only if he or she and a designated senior
officer in the Adviser's product management group determines that the disclosure
serves a legitimate business purpose of the Fund and is in the best interest of
the Fund's shareholders. The Adviser's Mutual Fund Compliance Director (or his
designee) approves disclosure only after considering the anticipated benefits
and costs to the Fund and its shareholders, the purpose of the disclosure, any
conflicts of interest between the interests of the Fund and its shareholders and
the interests of the Adviser or any of its affiliates, and whether the
disclosure is consistent with the policies and procedures governing disclosure.
Only someone approved by the Adviser's Mutual Fund Compliance Director (or his
designee) may make approved disclosures of portfolio holdings information to
authorized recipients. The Adviser reserves the right to request certifications
from senior officers of authorized recipients that the recipient is using the
portfolio holdings information only in a manner consistent with the Adviser's
policy and any applicable confidentiality agreement. The Adviser's Mutual Fund
Compliance Director or another member of the compliance team reports all
arrangements to disclose portfolio holdings information to the Fund's Board of
Directors on a quarterly basis. If the Board determines that disclosure was
inappropriate, the Adviser will promptly terminate the disclosure arrangement.

          In accordance with these procedures, each of the following third
parties have been approved to receive information concerning the Fund's
portfolio holdings: (i) the Fund's independent registered public accounting
firm, for use in providing audit opinions; (ii) Data Communique International
and, from time to time, other financial printers, for the purpose of preparing
Fund regulatory filings; (iii) the Fund's custodian in connection with its
custody of the Fund's assets; (iv) Institutional Shareholder Services, Inc. for
proxy voting services; and (v) data aggregators, such as Vestek. Information may
be provided to these parties at any time with no time lag. Each of these parties
is contractually and ethically prohibited from sharing the Fund's portfolio
holdings information unless specifically authorized.

- --------------------------------------------------------------------------------

                               GENERAL INFORMATION

- --------------------------------------------------------------------------------

Capitalization
- --------------

          The Fund is a Maryland corporation organized in 1996. The Fund's name
was changed on February 28, 2001. Prior thereto, the Fund was known as Alliance
Real Estate Investment Fund, Inc.

          The authorized capital stock of the Fund currently consists of
3,000,000,000 shares of Class A Common Stock, 3,000,000,000 shares of Class B
Common Stock, 3,000,000,000 shares of Class C Common Stock, 3,000,000,000 shares
of Class R Common Stock, 3,000,000,000 shares of Class K Common Stock,
3,000,000,000 shares of Class I Common Stock and 3,000,000,000 shares of Advisor
Class Common Stock, each having a par value of $.001 per share. All shares of
the Fund, when issued, are fully paid and non-assessable. The Directors are
authorized to reclassify and issue any unissued shares to any number of
additional series and classes without shareholder approval. Accordingly, the
Directors in the future, for reasons such as the desire to establish one or more
additional portfolios with different investment objectives, policies or
restrictions, may create additional classes or series of shares. Any issuance of
shares of another class or series would be governed by the 1940 Act and the law
of the State of Maryland. If shares of another series were issued in connection
with the creation of a second portfolio, each share of either portfolio would
normally be entitled to one vote for all purposes. Generally, shares of both
portfolios would vote as a single series on matters, such as the election of
Directors, that affected both portfolios in substantially the same manner. As to
matters affecting each portfolio differently, such as approval of the Advisory
Agreement and changes in investment policy, shares of each portfolio would vote
as a separate series.

          It is anticipated that annual shareholder meetings will not be held;
shareholder meetings will be held only when required by federal or state law.
Shareholders have available certain procedures for the removal of Directors.

          A shareholder will be entitled to share pro rata with other holders of
the same class of shares all dividends and distributions arising from the Fund's
assets and, upon redeeming shares, will receive the then current NAV of the Fund
represented by the redeemed shares less any applicable CDSC. The Fund is
empowered to establish, without shareholder approval, additional portfolios,
which may have different investment objectives and policies than those of the
Fund, and additional classes of shares within the Fund. If an additional
portfolio or class were established in the Fund, each share of the portfolio or
class would normally be entitled to one vote for all purposes. Generally, shares
of each portfolio and class would vote together as a single class on matters,
such as the election of Directors, that affect each portfolio and class in
substantially the same manner. Each class of shares of the Fund has the same
rights and is identical in all respects, except that each of Class A, Class B,
Class C, Class R and Class K shares of the Fund bears its own distribution
expenses and Class B shares and Advisor Class shares convert to Class A shares
under certain circumstances. Each class of shares of the Fund votes separately
with respect to the Fund's Rule 12b-1 distribution plan and other matters for
which separate class voting is appropriate under applicable law. Shares are
freely transferable, are entitled to dividends as determined by the Directors
and, in liquidation of the Fund, are entitled to receive the net assets of the
Fund. The rights of the holders of shares of a series may not be modified except
by the vote of a majority of the outstanding shares of such series.

          As of February 3, 2006, there were 6,036,316 Class A shares, 3,209,689
Class B shares, 140,533 Class C shares, 8,158 Class R shares, 2,597 Class K
shares, 48,191 Class I shares and 2,297,357 Advisor Class shares of common stock
of the Fund outstanding. To the knowledge of the Fund, the following persons
owned of record or beneficially 5% or more of the outstanding shares of the Fund
as of February 3, 2006:


                                           No. of
Name and Address                           Shares              % of Class
- ----------------                           ------              ----------

Class A
- -------

MLPF&S
For the Sole Benefit of
Its Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246-6484                 675,886                11.20%

Pershing LLC
P.O. Box 2052
Jersey City, NJ  07303-2052                 414,388                 6.86%

Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St, FL 3
New York, NY 10001-2402                     326,525                 5.41%

Equitable Life for Separate Acct
Qualified Plan
Attn: Susan Serro
200 Plaza Dr.
Secaucus, NJ 07094-3607                     319,460                 5.29%

Class B
- -------

MLPF&S
For the Sole Benefit of
Its Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246-6484                 496,251                15.47%

Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St, FL 3
New York, NY 10001-2402                     219,102                 6.83%

Pershing LLC
P.O. Box 2052
Jersey City, NJ  07303-2052                 349,853                10.91%

Class C
- -------

MLPF&S
For the Sole Benefit of
Its Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246-6484                 888,519                38.74%

Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St, FL 3
New York, NY 10001-2402                     127,328                 5.55%

Pershing LLC
P.O. Box 2052
Jersey City, NJ  07303-2052                 222,959                 9.72%

Class R
- -------

Alliance Capital Management LP
Attn: Raymond Cardosi
1 N. Lexington Avenue
White Plains, NY 10601-1712                     527                 6.46%

Wachovia Bank FBO
Metro West Ambulance Service
1525 West Wt Harris Blvd
Charlotte, NC 28288-0001                      1,939                23.76%

Wachovia Bank FBO
Aaxico Sales Inc.
1525 West Wt Harris Blvd
Charlotte, NC 28288-0001                      5,477                67.13%

Class K
- -------

Alliance Capital Management LP
Attn: Raymond Cardosi
1 N. Lexington Avenue
White Plains, NY 10601-1712                     527                20.30%

Union Bank of CA TTEE FBO
FBO Bonne Bridges Mueller
O'Keefe & Nichols PC 401K
SAV PL Associate
Attorney A/C
Costa Mesa, CA 92628-5024                     1,343                51.75%

Union Bank of CA Trust Cust
FBO the Advertising Counsel Inc.
Supplemental Exec TET Plan
P.O. Box 85484
San Diego, CA 92186-5484                        365                14.04%

Class I
- -------

Union Bank of CA Trust Nominee
Damuth Services Inc. PSP
P.O. Box 85484
San Diego, CA 92186-5484                     38,960                80.83%

Union Bank of CA Trust Nominee
Worldwide Dreams Deferred Comp PL
P.O. Box 85484
San Diego, CA 92186-5484                      9,241                19.17%

Advisor Class
- -------------

Pershing LLC
P.O. Box 2052
Jersey City, NJ  07303-2052                   5,134                39.23%

Frontier Trust Company
C/F Daniel G Pine IRA
Rollover Account
1 Ironwood Rd.
Short Hills, NJ 07078-1000                   19,372                13.79%

MLPF&S
For the Sole Benefit of
Its Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246-6484                   9,399                 6.69%

Custodian
- ---------

          The Bank of New York ("BNY"), 48 Wall Street, New York, New York, will
act as the Fund's custodian for the assets of the Fund but plays no part in
deciding the purchase or sale of portfolio securities. Subject to the
supervision of the Fund's Directors, BNY may enter into sub-custodial agreements
for the holding of the Fund's foreign securities.

Principal Underwriter
- ---------------------

          AllianceBernstein Investments, Inc., an indirect wholly-owned
subsidiary of the Adviser, located at 1345 Avenue of the Americas, New York, New
York 10105, is the principal underwriter of shares of the Fund. Under the
Distribution Services Agreement, the Fund has agreed to indemnify the Principal
Underwriter, in the absence of its willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations thereunder, against certain
civil liabilities, including liabilities under the Securities Act.

Counsel
- -------

          Legal matters in connection with the issuance of the shares offered
hereby are passed upon by Seward & Kissel LLP, New York, New York.

Independent Registered Public Accounting Firm
- ---------------------------------------------

          Ernst & Young LLP, 5 Times Square, New York, New York, 10036, has been
appointed as the independent registered public accounting firm for the Fund.

Additional Information
- ----------------------

          Any shareholder inquiries may be directed to the shareholder's
financial intermediary or to ABIS at the address or telephone numbers shown on
the front cover of this SAI. This SAI does not contain all the information set
forth in the Registration Statement filed by the Fund with the Commission under
the Securities Act. Copies of the Registration Statement may be obtained at a
reasonable charge from the Commission or may be examined, without charge, at the
offices of the Commission in Washington, D.C.



- --------------------------------------------------------------------------------

                 FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT
                        REGISTERED PUBLIC ACCOUNTING FIRM

- --------------------------------------------------------------------------------

          The financial statements for the Fund for the year ended November 30,
2005 and the report of Ernst & Young LLP, independent registered public
accounting firm, are incorporated herein by reference to the Fund's annual
report. The annual report was filed on Form N-CSR with the Commission on
February 8, 2006. It is available without charge upon request by calling ABIS at
(800) 227-4618.



- --------------------------------------------------------------------------------

                                   APPENDIX A:

                            STATEMENT OF POLICIES AND
                          PROCEDURES FOR VOTING PROXIES

- --------------------------------------------------------------------------------

Introduction
- ------------

As a registered investment adviser, Alliance Capital Management L.P. ("Alliance
Capital", "we" or "us") has a fiduciary duty to act solely in the best interests
of our clients. We recognize that this duty requires us to vote client
securities in a timely manner and make voting decisions that are in the best
interests of our clients. Consistent with these obligations, we will disclose
our clients' voting records only to them and as required by mutual fund vote
disclosure regulations. In addition, the proxy committees may, after careful
consideration, choose to respond to surveys regarding past votes.

This statement is intended to comply with Rule 206(4)-6 of the Investment
Advisers Act of 1940. It sets forth our policies and procedures for voting
proxies for our discretionary investment advisory clients, including investment
companies registered under the Investment Company Act of 1940. This statement
applies to Alliance Capital's growth and value investment groups investing on
behalf of clients in both US and non-US securities.

Proxy Policies
- --------------

This statement is designed to be responsive to the wide range of proxy voting
subjects that can have a significant effect on the investment value of the
securities held in our clients' accounts. These policies are not exhaustive due
to the variety of proxy voting issues that we may be required to consider.
Alliance Capital reserves the right to depart from these guidelines in order to
avoid voting decisions that we believe may be contrary to our clients' best
interests. In reviewing proxy issues, we will apply the following general
policies:

Corporate Governance: Alliance Capital's proxy voting policies recognize the
importance of good corporate governance in ensuring that management and the
board of directors fulfill their obligations to the shareholders. We favor
proposals promoting transparency and accountability within a company. We will
vote for proposals providing for equal access to the proxy materials so that
shareholders can express their views on various proxy issues. We also support
the appointment of a majority of independent directors on key committees and
separating the positions of chairman and chief executive officer. Finally,
because we believe that good corporate governance requires shareholders to have
a meaningful voice in the affairs of the company, we will support non-binding
shareholder proposals that request that companies amend their by-laws to provide
that director nominees be elected by an affirmative vote of a majority of the
votes cast.

Elections of Directors: Unless there is a proxy fight for seats on the Board or
we determine that there are other compelling reasons for withholding votes for
directors, we will vote in favor of the management proposed slate of directors.
That said, we believe that directors have a duty to respond to shareholder
actions that have received significant shareholder support. We may withhold
votes for directors that fail to act on key issues such as failure to implement
proposals to declassify boards, failure to implement a majority vote
requirement, failure to submit a rights plan to a shareholder vote or failure to
act on tender offers where a majority of shareholders have tendered their
shares. In addition, we will withhold votes for directors who fail to attend at
least seventy-five percent of board meetings within a given year without a
reasonable excuse. Finally, we may withhold votes for directors of non-U.S.
issuers where there is insufficient information about the nominees disclosed in
the proxy statement.

Appointment of Auditors: Alliance Capital believes that the company remains in
the best position to choose the auditors and will generally support management's
recommendation. However, we recognize that there may be inherent conflicts when
a company's independent auditor performs substantial non-audit related services
for the company. Although we recognize that there may be special circumstances
that could lead to high levels of non-audit fees in some years, we would
normally consider non-audit fees in excess of 70% of total fees paid to the
auditing firm to be disproportionate. Therefore, absent unique circumstances, we
may vote against the appointment of auditors if the fees for non-audit related
services exceed 70% of the total fees paid by the company to the auditing firm
or there are other reasons to question the independence of the company's
auditors.

Changes in Legal and Capital Structure: Changes in a company's charter, articles
of incorporation or by-laws are often technical and administrative in nature.
Absent a compelling reason to the contrary, Alliance Capital will cast its votes
in accordance with the company's management on such proposals. However, we will
review and analyze on a case-by-case basis any non-routine proposals that are
likely to affect the structure and operation of the company or have a material
economic effect on the company. For example, we will generally support proposals
to increase authorized common stock when it is necessary to implement a stock
split, aid in a restructuring or acquisition or provide a sufficient number of
shares for an employee savings plan, stock option or executive compensation
plan. However, a satisfactory explanation of a company's intentions must be
disclosed in the proxy statement for proposals requesting an increase of greater
than one hundred percent of the shares outstanding. We will oppose increases in
authorized common stock where there is evidence that the shares will be used to
implement a poison pill or another form of anti-takeover device.

Corporate Restructurings, Mergers and Acquisitions: Alliance Capital believes
proxy votes dealing with corporate reorganizations are an extension of the
investment decision. Accordingly, we will analyze such proposals on a
case-by-case basis, weighing heavily the views of our research analysts that
cover the company and our investment professionals managing the portfolios in
which the stock is held.

Proposals Affecting Shareholder Rights: Alliance Capital believes that certain
fundamental rights of shareholders must be protected. We will generally vote in
favor of proposals that give shareholders a greater voice in the affairs of the
company and oppose any measure that seeks to limit those rights. However, when
analyzing such proposals we will weigh the financial impact of the proposal
against the impairment of shareholder rights.

Anti-Takeover Measures: Alliance Capital believes that measures that impede
corporate transactions such as takeovers or entrench management not only
infringe on the rights of shareholders but may also have a detrimental effect on
the value of the company. We will generally oppose proposals, regardless of
whether they are advanced by management or shareholders, the purpose or effect
of which is to entrench management or excessively or inappropriately dilute
shareholder ownership. Conversely, we support proposals that would restrict or
otherwise eliminate anti-takeover or anti-shareholder measures that have already
been adopted by corporate issuers. For example, we will support shareholder
proposals that seek to require the company to submit a shareholder rights plan
to a shareholder vote. We will evaluate, on a case-by-case basis, proposals to
completely redeem or eliminate such plans. Furthermore, we will generally oppose
proposals put forward by management (including the authorization of blank check
preferred stock, classified boards and supermajority vote requirements) that
appear to be anti-shareholder or intended as management entrenchment mechanisms.

Executive Compensation: Alliance Capital believes that company management and
the compensation committee of the board of directors should, within reason, be
given latitude to determine the types and mix of compensation and benefit awards
offered to company employees. Whether proposed by a shareholder or management,
we will review proposals relating to executive compensation plans on a
case-by-case basis to ensure that the long-term interests of management and
shareholders are properly aligned. In general, we will analyze the proposed
plans to ensure that shareholder equity will not be excessively diluted. With
regard to stock award or option plans, we consider whether the option exercise
prices are below the market price on the date of grant and whether an acceptable
number of employees are eligible to participate in such programs. We will
generally oppose plans that have below market value exercise prices on the date
of issuance or permit repricing of underwater stock options without shareholder
approval. Other factors such as the company's performance and industry practice
will generally be factored into our analysis. We will support proposals
requiring managements to submit severance packages that exceed 2.99 times the
sum of an executive officer's base salary plus bonus that are triggered by a
change in control to a shareholder vote. Finally, we will support shareholder
proposals requiring companies to expense stock options because we view them as a
large corporate expense that should be appropriately accounted for.

Social and Corporate Responsibility: Alliance Capital will review and analyze on
a case-by-case basis proposals relating to social, political and environmental
issues to determine whether they will have a financial impact on shareholder
value. We will vote against proposals that are unduly burdensome or result in
unnecessary and excessive costs to the company. We may abstain from voting on
social proposals that do not have a readily determinable financial impact on
shareholder value.

Proxy Voting Procedures
- -----------------------

Proxy Voting Committees
- -----------------------

Our growth and value investment groups have formed separate proxy voting
committees to establish general proxy policies for Alliance Capital and consider
specific proxy voting matters as necessary. These committees periodically review
these policies and new types of corporate governance issues, and decide how we
should vote on proposals not covered by these policies. When a proxy vote cannot
be clearly decided by an application of our stated policy, the proxy committee
will evaluate the proposal. In addition, the committees, in conjunction with the
analyst that covers the company, may contact corporate management and interested
shareholder groups and others as necessary to discuss proxy issues. Members of
the committee include senior investment personnel and representatives of the
Legal and Compliance Department. The committees may also evaluate proxies where
we face a potential conflict of interest (as discussed below). Finally, the
committees monitor adherence to these policies.

Conflicts of Interest
- ---------------------

Alliance Capital recognizes that there may be a potential conflict of interest
when we vote a proxy solicited by an issuer whose retirement plan we manage, or
we administer, who distributes Alliance Capital sponsored mutual funds, or with
whom we or an employee has another business or personal relationship that may
affect how we vote on the issuer's proxy. Similarly, Alliance may have a
potential material conflict of interest when deciding how to vote on a proposal
sponsored or supported by a shareholder group that is a client. We believe that
centralized management of proxy voting, oversight by the proxy voting committees
and adherence to these policies ensures that proxies are voted with only our
clients' best interests in mind. Additionally, we have implemented procedures to
ensure that our votes are not the product of a material conflict of interests,
including: (i) on an annual basis, the proxy committees will take reasonable
steps to evaluate the nature of Alliance Capital's and our employees' material
business and personal relationships (and those of our affiliates) with any
company whose equity securities are held in client accounts and any client that
has sponsored or has material interest in a proposal upon which we will be
eligible to vote; (ii) requiring anyone involved in the decision making process
to disclose to the chairman of the appropriate proxy committee any potential
conflict that they are aware of (including personal relationships) and any
contact that they have had with any interested party regarding a proxy vote;
(iii) prohibiting employees involved in the decision making process or vote
administration from revealing how we intend to vote on a proposal in order to
reduce any attempted influence from interested parties; and (iv) where a
material conflict of interests exists, reviewing our proposed vote by applying a
series of objective tests and, where necessary, considering the views of third
party research services to ensure that our voting decision is consistent with
our clients' best interests.

Because under certain circumstances Alliance Capital considers the
recommendation of third party research services, the proxy committees will take
reasonable steps to verify that any third party research service is in fact
independent based on all of the relevant facts and circumstances. This includes
reviewing the third party research service's conflict management procedures and
ascertaining, among other things, whether the third party research service (i)
has the capacity and competency to adequately analyze proxy issues; and (ii) can
make such recommendations in an impartial manner and in the best interests of
our clients.

Proxies of Certain Non-US Issuers
- ---------------------------------

Proxy voting in certain countries requires "share blocking." Shareholders
wishing to vote their proxies must deposit their shares shortly before the date
of the meeting (usually one-week) with a designated depositary. During this
blocking period, shares that will be voted at the meeting cannot be sold until
the meeting has taken place and the shares are returned to the clients'
custodian banks. Absent compelling reasons to the contrary, Alliance Capital
believes that the benefit to the client of exercising the vote does not outweigh
the cost of voting (i.e. not being able to sell the shares during this period).
Accordingly, if share blocking is required we generally abstain from voting
those shares.

In addition, voting proxies of issuers in non-US markets may give rise to a
number of administrative issues that may prevent Alliance Capital from voting
such proxies. For example, Alliance Capital may receive meeting notices without
enough time to fully consider the proxy or after the cut-off date for voting.
Other markets require Alliance Capital to provide local agents with power of
attorney prior to implementing Alliance Capital's voting instructions. Although
it is Alliance Capital's policy to seek to vote all proxies for securities held
in client accounts for which we have proxy voting authority, in the case of
non-US issuers, we vote proxies on a best efforts basis.

Loaned Securities
- -----------------

Many clients of Alliance Capital have entered into securities lending
arrangements with agent lenders to generate additional revenue. Alliance Capital
will not be able to vote securities that are on loan under these types of
arrangements. However, under rare circumstances, for voting issues that may have
a significant impact on the investment, we may request that clients recall
securities that are on loan if we determine that the benefit of voting outweighs
the costs and lost revenue to the client or fund and the administrative burden
of retrieving the securities.

Proxy Voting Records
- --------------------

You may obtain information regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30,
without charge. Simply visit AllianceBernstein's web site at
www.alliancebernstein.com, or go to the Securities and Exchange Commission's web
site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.


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