-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLtNobdkFoWDQgyCe0+YNlQ4CnIHKe/zMMX6Dvoo4E2++hbFVZgYqdzlkkOWVpv6 TxAwo3uKoUVVEIkR5gEYOQ== 0000936772-01-500119.txt : 20021127 0000936772-01-500119.hdr.sgml : 20021127 20010806172112 ACCESSION NUMBER: 0000936772-01-500119 CONFORMED SUBMISSION TYPE: N-30D PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010531 FILED AS OF DATE: 20010806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN TRUST CENTRAL INDEX KEY: 0001129870 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-30D SEC ACT: 1940 Act SEC FILE NUMBER: 811-10221 FILM NUMBER: 01699201 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCEBERNSTEIN VALUE TRUST DATE OF NAME CHANGE: 20001212 N-30D 1 edg6497.txt ALLIANCEBERNSTEIN SMALL CAP - -------------------------------------------------------------------------------- SMALL-CAP VALUE - -------------------------------------------------------------------------------- AllianceBernstein Small Cap Value Fund Semi-Annual Report May 31, 2001 [GRAPHIC OMITTED] Alliance Capital [LOGO](R) The Investment Professional's Choice Investment Products Offered --------------------------- o Are Not FDIC Insured o May Lose Value o Are Not Bank Guaranteed --------------------------- This shareholder report must be preceded or accompanied by the Fund's prospectus for individuals who are not current shareholders of the Fund. ---------------------- LETTER TO SHAREHOLDERS ---------------------- LETTER TO SHAREHOLDERS July 17, 2001 Dear Shareholder: We are pleased to provide the first shareholder report for AllianceBernstein Small Cap Value Fund (the "Fund"). This report provides the performance, investment strategy and outlook of the Fund for the semi-annual reporting period ended May 31, 2001. Investment Objective and Policies This open-end fund seeks long-term growth of capital. The Fund invests primarily in a diversified portfolio of equity securities of companies with small market capitalizations that are determined by Alliance's Bernstein unit to be undervalued and whose long-term earnings power is not reflected in the current market price of their securities. The Fund may also invest in securities issued by non-U.S. companies. Investment Results The following table provides performance for the Fund and its benchmark, the Russell 2500 Index, for the period since the Fund's inception on March 29, 2001 through May 31, 2001. INVESTMENT RESULTS* Period Ended May 31, 2001 -------------------- Total Returns -------------------- Since Inception** - ------------------------------------------------------------------------------ AllianceBernstein Small Cap Value Fund Class A 8.40% - ------------------------------------------------------------------------------ Class B 8.40% - ------------------------------------------------------------------------------ Class C 8.30% - ------------------------------------------------------------------------------ Russell 2500 Index 12.11% - ------------------------------------------------------------------------------ * The Fund's investment results are total returns since the Fund's inception on March 29, 2001 and are based on the net asset value (NAV) of each class of shares as of May 31, 2001. All fees and expenses related to the operation of the Fund have been deducted, but no adjustment has been made for sales charges that may apply when shares are purchased or redeemed. Returns for Advisor Class shares will vary due to different expenses associated with this class. Returns for the Fund include the reinvestment of any distributions paid during the period. Past performance is no guarantee of future results. The unmanaged Russell 2500 Index is a capitalization-weighted index that includes 2,500 small and mid-cap U.S. stocks. An investor cannot invest directly in an index, and its results are not indicative of any specific investment, including the AllianceBernstein Small Cap Value Fund. ** The Fund's inception date for all share classes is March 29, 2001. Data for the Russell 2500 Index is from the closest month-end after the Fund's inception date. Additional investment results appear on pages 5-6. Since its inception on March 29, 2001, the Fund underperformed its benchmark, the Russell 2500 Index, an unmanaged index that is comprised of 2,500 small- and mid-cap U.S. stocks for the period ended May 31, 2001. The Fund's performance during the period under review largely reflects its value approach to investing in a period when value stocks underperformed the broader small-cap market. The Fund's - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 1 - ---------------------- LETTER TO SHAREHOLDERS - ---------------------- return was only slightly behind the 8.9% return of the Russell 2500 Value Index, which substantially lagged the Russell 2500 Index's 12.1% gain. In particular, the Fund's returns were hurt by its avoidance of most health care stocks, which as a group, rebounded after performing poorly during the first quarter of 2001. The Fund currently holds few health care stocks because we believe that most stocks in the sector sell at prices that reflect excessively optimistic assumptions about future earnings growth. The few stocks in the sector that do appear to have low prices are primarily unstable health care service companies whose outlooks, in our estimation, are too uncertain to make them attractive, even at their relatively low share prices. Market Review Smaller-cap stocks continued to outpace larger-cap stocks in recent months. During the two months since the Fund's inception, the Russell 2500 Index gained 12.1%, well ahead of the 8.5% gain of the Standard & Poor's (S&P) 500 Stock Index. Over the past year, as the S&P 500 Stock Index fell 12.4%, the Russell 2500 Index gained 2.5%. The value style of investing, however, took a step back after taking several steps forward. The Russell 2500 Value Index gained 8.9% in April and May, while the Russell 2500 Index gained 12.1% and the Russell 2500 Growth Index gained 18.5%. Nonetheless, small-cap value stocks remain well ahead of small-cap growth stocks for the year thus far. Since the beginning of March 2000, the Russell 2500 Value Index has outperformed its growth counterpart by a startling 69%. Strategy and Outlook Despite the robust performance of small-cap value stocks since March 2000, we believe that the value recovery is not yet complete. Some of the most compelling opportunities exist within the commodities sector. Thus, the Fund maintains significant holdings in chemical companies and paper companies. The prices of these stocks have been depressed for several years due to investors who were caught up in the Internet euphoria and viewed such stocks as unrewarding "Old Economy" companies. As a result, these industries were capital-starved and added little, if any, capacity--even in the face of rising demand. Now, supplies are tight - -------------------------------------------------------------------------------- 2 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ---------------------- LETTER TO SHAREHOLDERS ---------------------- and product prices high. Thus, we expect these companies to be less vulnerable to a slowing economy than those in similar periods prior, and to rebound faster when economic growth resumes. Their share prices, however, do not yet reflect these strengths. The Fund also emphasizes low-priced regional banks that generally have strong or improving loan portfolios and solid, if not spectacular, earnings. While the economic slowdown may increase their credit losses, it has prompted the Federal Reserve to cut short-term interest rates. As a result, banks earn a larger spread between the short-term rates at which they borrow and the long-term rates at which they lend. We also see these holdings as defensive. Unlike brokerages and most money-center banks, the Fund's regional bank holdings derive little of their revenues from capital-markets activities, so their earnings are not falling with trading volume and the pace of initial public offerings. The Fund has very few holdings in the technology sector, and no Internet names, because our research suggests the earnings disappointments that have hammered technology stocks for the past year are likely to continue. Technology and telecommunications companies used the abundance of capital available to them during the Internet boom to build too much capacity and now demand is falling. We believe it could take quite some time for sales and earnings to recover. Given the gloomy earnings outlook for the technology and telecommunications sectors, few of these stocks now look attractive--even at today's dramatically lower share prices. Most companies that are fundamentally sound are still too expensive, and those that look cheap at first glance actually have serious problems justifying deep discounts. The Fund continues to monitor both sectors carefully. Since the bursting of the technology bubble in March 2000, value stocks have outperformed growth stocks by an extraordinarily wide margin. Additionally, small-cap stocks have outperformed large-cap stocks during the six-month period. We continue to seek many compelling investment opportunities in the small-cap value domain. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 3 - ---------------------- LETTER TO SHAREHOLDERS - ---------------------- [PHOTO] John D. Carifa [PHOTO] Andrew Moloff [PHOTO] Gregory R. Sawers Portfolio Managers, Andrew Moloff and Gregory R. Sawers, have over 30 years of combined investment experience. Thank you for your interest and investment in AllianceBernstein Small Cap Value Fund. We look forward to reporting to you on market activity and the Fund's investment results in the future. Sincerely, /s/ John D. Carifa John D. Carifa Chairman and President /s/ Andrew Moloff Andrew Moloff Vice President /s/ Gregory R. Sawers Gregory R. Sawers Vice President - -------------------------------------------------------------------------------- 4 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ----------------- PORTFOLIO SUMMARY ----------------- PORTFOLIO SUMMARY May 31, 2001 (unaudited) INCEPTION DATES PORTFOLIO STATISTICS Class A Shares Net Assets ($mil): $28.5 3/29/01 Class B Shares 3/29/01 Class C Shares 3/29/01 SECTOR BREAKDOWN 19.9% Financial 15.1% Industrial Commodities 14.0% Utilities 9.9% Capital Equipment 8.1% Consumer Cyclicals [PIE CHART OMITTED] 5.7% Technology 4.7% Energy 3.8% Consumer Staples 3.1% Non-Financial 1.3% Consumer Growth 14.4% Short-Term HOLDING TYPE 84.5% Domestic Equity 1.1% Foreign Equity 14.4% Short-Term [PIE CHART OMITTED] All data as of May 31, 2001. The Fund's sector breakdown and holding types are expressed as a percentage of total investments and may vary over time. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 5 - ------------------ INVESTMENT RESULTS - ------------------ INVESTMENT RESULTS CUMULATIVE TOTAL RETURNS AS OF MAY 31, 2001 Class A Shares - -------------------------------------------------------------------------------- Without Sales Charge With Sales Charge Since Inception* 8.40% 3.83% Class B Shares - -------------------------------------------------------------------------------- Without Sales Charge With Sales Charge Since Inception* 8.40% 4.40% Class C Shares - -------------------------------------------------------------------------------- Without Sales Charge With Sales Charge Since Inception* 8.30% 7.30% SEC CUMULATIVE TOTAL RETURNS (WITH SALES CHARGES) AS OF THE MOST RECENT QUARTER-END (JUNE 30, 2001) Class A Class B Class C Shares Shares Shares - -------------------------------------------------------------------------------- Since Inception* 5.36% 5.90% 8.80% The Fund's investment results represent cumulative total returns. The returns reflect reinvestment of dividends and/or capital gains distributions in additional shares without and with the effect of the 4.25% maximum front-end sales charge for Class A or applicable contingent deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4); and for Class C shares (1% year 1). Returns for Class A shares do not reflect the imposition of the 1 year, 1% contingent deferred sales charge for accounts over $1,000,000. Total return for Advisor Class shares will vary due to different expenses associated with this class. The Fund can invest in foreign securities, which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. The Fund may at times be concentrated in a particular sector or industry group and, therefore, may be subject to greater risk. The Fund can invest in small to mid-capitalization companies. These investments may be more volatile than investments in large capitalization companies. Past performance does not guarantee future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. * Inception date for all share classes: 3/29/01. - -------------------------------------------------------------------------------- 6 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND -------------------- TEN LARGEST HOLDINGS -------------------- TEN LARGEST HOLDINGS May 31, 2001 (unaudited) Percent of Company Value Net Assets - -------------------------------------------------------------------------------- Nucor Corp. $ 409,760 1.5% - -------------------------------------------------------------------------------- UnionBanCal Corp. 404,460 1.4 - -------------------------------------------------------------------------------- SUPERVALU, Inc. 396,780 1.4 - -------------------------------------------------------------------------------- Pacific Century Financial Corp. 394,720 1.4 - -------------------------------------------------------------------------------- Cooper Industries, Inc. 380,300 1.3 - -------------------------------------------------------------------------------- Goodyear Tire & Rubber Co. 378,430 1.3 - -------------------------------------------------------------------------------- Tosco Corp. 374,550 1.3 - -------------------------------------------------------------------------------- Lubrizol Corp. 372,360 1.3 - -------------------------------------------------------------------------------- Northeast Utilities 367,484 1.3 - -------------------------------------------------------------------------------- Post Properties, Inc. 364,700 1.3 - -------------------------------------------------------------------------------- $3,843,544 13.5% MAJOR PORTFOLIO CHANGES March 29, 2001(a) to May 31, 2001 (unaudited) ------------------------------------ Shares ------------------------------------ Purchases Bought Holdings 5/31/01 - -------------------------------------------------------------------------------- Arrow Electronics, Inc. 14,100 14,100 - -------------------------------------------------------------------------------- BancorpSouth, Inc. 24,800 24,800 - -------------------------------------------------------------------------------- Beckman Coulter, Inc. 9,500 9,500 - -------------------------------------------------------------------------------- Crompton Corp. 32,000 32,000 - -------------------------------------------------------------------------------- Lubrizol Corp. 12,000 12,000 - -------------------------------------------------------------------------------- Nucor Corp. 8,000 8,000 - -------------------------------------------------------------------------------- Post Properties, Inc. 10,000 10,000 - -------------------------------------------------------------------------------- Sierra Pacific Resources 23,500 23,500 - -------------------------------------------------------------------------------- SUPERVALU, Inc. 25,500 25,500 - -------------------------------------------------------------------------------- UnionBanCal Corp. 12,600 12,600 - -------------------------------------------------------------------------------- (a) Commencement of operations. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 7 - ------------------------ PORTFOLIO OF INVESTMENTS - ------------------------ PORTFOLIO OF INVESTMENTS May 31, 2001 (unaudited) Company Shares Value - -------------------------------------------------------------------------------- COMMON STOCKS-83.4% Financial-19.4% Major Regional Banks-10.0% BancorpSouth, Inc. ........................... 24,800 $ 361,088 First Tennessee National Corp. ............... 10,000 356,000 Hibernia Corp. Cl.A .......................... 21,000 341,880 Huntington Bancshares, Inc. .................. 22,500 337,050 Pacific Century Financial Corp. .............. 16,000 394,720 SouthTrust Corp. ............................. 13,400 334,598 UnionBanCal Corp. ............................ 12,600 404,460 Whitney Holding Corp. ........................ 7,500 313,500 ---------- 2,843,296 ---------- Property/Casualty Insurance-1.1% PartnerRe, Ltd. .............................. 5,600 299,880 ---------- Real Estate Investment Trust-6.1% Arden Realty, Inc. ........................... 13,500 332,370 Avalonbay Communities, Inc. .................. 7,200 333,576 Duke-Weeks Realty Corp. ...................... 15,000 350,400 Liberty Property Trust ....................... 12,400 359,352 Post Properties, Inc. ........................ 10,000 364,700 ---------- 1,740,398 ---------- Savings & Loan-2.2% Commercial Federal Corp. ..................... 13,200 300,696 Washington Federal, Inc. ..................... 13,100 334,050 ---------- 634,746 ---------- 5,518,320 ---------- Industrial Commodities-14.6% Chemicals-4.4% Cabot Corp. .................................. 6,200 232,562 Crompton Corp. ............................... 32,000 346,560 Cytec Industries, Inc.(a) .................... 8,600 304,010 Lubrizol Corp. ............................... 12,000 372,360 ---------- 1,255,492 ---------- Miscellaneous Metals-1.1% Reliance Steel & Aluminum Co. ................ 11,500 314,525 ---------- Paper-6.7% Boise Cascade Corp. .......................... 10,000 352,500 Georgia-Pacific Group ........................ 8,800 311,960 Mead Corp. ................................... 10,000 290,000 Smurfit-Stone Container Corp.(a) ............. 23,500 351,795 Temple-Inland, Inc. .......................... 5,700 302,727 Westvaco Corp. ............................... 12,000 305,280 ---------- 1,914,262 ---------- - -------------------------------------------------------------------------------- 8 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ------------------------ PORTFOLIO OF INVESTMENTS ------------------------ Company Shares Value - -------------------------------------------------------------------------------- Steel-1.4% Nucor Corp. .................................. 8,000 $ 409,760 ---------- Containers-1.0% Owens-Illinois, Inc.(a) ...................... 39,500 278,870 ---------- 4,172,909 ---------- Utilities-13.7% Electric Companies-13.7% Alliant Energy Corp. ......................... 11,000 338,250 Cinergy Corp. ................................ 10,000 353,500 Consolidated Edison, Inc. .................... 7,700 301,455 FirstEnergy Corp. ............................ 9,000 275,850 Northeast Utilities .......................... 19,100 367,484 NSTAR ........................................ 7,200 304,344 OGE Energy Corp. ............................. 16,000 352,160 Potomac Electric Power Co. ................... 13,400 296,944 Public Service Co. of New Mexico ............. 9,300 336,381 Sierra Pacific Resources ..................... 23,500 361,900 Wisconsin Energy Corp. ....................... 11,500 267,950 WPS Resources Corp. .......................... 10,100 334,411 ---------- 3,890,629 ---------- Capital Equipment-9.6% Auto Trucks-Parts-4.7% BorgWarner, Inc. ............................. 7,300 330,325 Dana Corp. ................................... 16,000 344,320 Eaton Corp. .................................. 4,500 351,900 Modine Manufacturing Co. ..................... 12,500 318,125 ---------- 1,344,670 ---------- Electrical Equipment-1.3% Cooper Industries, Inc. ...................... 10,000 380,300 ---------- Machinery-2.5% Kennametal, Inc. ............................. 9,900 347,787 Lincoln Electric Holdings, Inc. .............. 15,000 358,200 ---------- 705,987 ---------- Miscellaneous Capital Goods-1.1% Parker-Hannifin Corp. ........................ 6,300 304,353 ---------- 2,735,310 ---------- Consumer Cyclicals-7.9% Apparel Manufacturing.-1.2% V. F. Corp. .................................. 8,400 347,424 ---------- Autos & Auto Parts-2.2% Genuine Parts Co. ............................ 10,500 299,985 Johnson Controls, Inc. ....................... 4,700 330,880 ---------- 630,865 ---------- Home Furnishings-1.2% Leggett & Platt, Inc. ........................ 14,900 326,608 ---------- - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 9 - ------------------------ PORTFOLIO OF INVESTMENTS - ------------------------ Company Shares Value - -------------------------------------------------------------------------------- Household-Appliances/Durables-1.0% Harman International Industries, Inc. ........ 8,300 $ 294,650 ---------- Miscellaneous-1.0% Newell Rubbermaid, Inc. ...................... 11,200 283,024 ---------- Tire & Rubber Goods-1.3% Goodyear Tire & Rubber Co. ................... 13,000 378,430 ---------- 2,261,001 ---------- Technology-5.6% Communication-Equip. Mfrs.-1.2% Andrew Corp.(a) .............................. 19,400 334,068 ---------- Computer/Instrumentation-1.6% Adaptec, Inc. ................................ 28,700 102,492 Arrow Electronics, Inc.(a) ................... 14,100 355,038 ---------- 457,530 ---------- Miscellaneous Industrial Technology-2.8% Avnet, Inc. .................................. 13,200 325,248 SCI Systems, Inc.(a) ......................... 7,000 165,270 Tech Data Corp.(a) ........................... 10,000 300,200 ---------- 790,718 ---------- 1,582,316 ---------- Energy-4.6% Oil-Crude Products-1.2% Valero Energy Corp. .......................... 7,500 330,675 ---------- Oils-Integrated Domestic-3.4% Amerada Hess Corp. ........................... 4,000 342,560 Occidental Petroleum Corp. ................... 8,800 263,736 Tosco Corp. .................................. 7,500 374,550 ---------- 980,846 ---------- 1,311,521 ---------- Consumer Staples-3.7% Foods-2.3% Corn Products International, Inc. ............ 12,500 358,125 Interstate Bakeries Corp. .................... 20,000 299,000 ---------- 657,125 ---------- Retail Stores-Food-1.4% SUPERVALU, Inc. .............................. 25,500 396,780 ---------- 1,053,905 ---------- - -------------------------------------------------------------------------------- 10 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ------------------------ PORTFOLIO OF INVESTMENTS ------------------------ Shares or Principal Amount Company (000) Value - -------------------------------------------------------------------------------- Non-Financial-3.0% Building Materials-1.0% American Standard Cos., Inc.(a) ................. 4,100 $ 273,183 ------------ Miscellaneous Building-2.0% Harsco Corp. .................................... 10,400 283,920 Sherwin-Williams Co. ............................ 13,600 290,224 ------------ 574,144 ------------ 847,327 ------------ Consumer Growth-1.3% Hospital Supplies-1.3% Beckman Coulter, Inc. ........................... 9,500 358,625 ------------ Total Common Stocks (cost $22,395,600) ............................ 23,731,863 ------------ SHORT-TERM INVESTMENT-14.0% Time Deposit-14.0% State Street Euro Dollar 3.50%, 6/01/01 (amortized cost $3,995,000) ................... $3,995 3,995,000 ------------ Total Investments-97.4% (cost $26,390,600) .............................. 27,726,863 Other assets less liabilities-2.6% .............. 746,113 ------------ Net Assets-100% ................................. $ 28,472,976 ============ (a) Non-income producing security. See notes to financial statements. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 11 - --------------------------------- STATEMENT OF ASSETS & LIABILITIES - --------------------------------- STATEMENT OF ASSETS & LIABILITIES May 31, 2001 (unaudited) Assets Investments in securities, at value (cost $26,390,600) ..... $ 27,726,863 Cash ....................................................... 260 Receivable for shares of beneficial interest sold .......... 1,687,594 Receivable for investments securities sold ................. 231,812 Deferred offering costs .................................... 105,729 Dividends and interest receivable .......................... 53,892 Receivable due from adviser ................................ 32,401 ------------ Total Assets ............................................... 29,838,551 ------------ Liabilities Payable for investment securities purchased ................ 1,150,466 Distribution fee payable ................................... 15,088 Accrued expenses and other liabilities ..................... 200,021 ------------ Total liabilities .......................................... 1,365,575 ------------ Net Assets ................................................. $ 28,472,976 ============ Composition of Net Assets Shares of beneficial interest, at par ...................... $ 26 Additional paid-in capital ................................. 27,132,456 Undistributed net investment income ........................ 5,473 Accumulated net realized loss on investments ............... (1,242) Net unrealized appreciation of investments ................. 1,336,263 ------------ $ 28,472,976 ============ Calculation of Maximum Offering Price Class A Shares Net asset value and redemption price per share ($7,568,066 / 697,908 shares of beneficial interest issued and outstanding) .................................. $10.84 Sales charge-4.25% of public offering price ................ .48 ------ Maximum offering price ..................................... $11.32 ====== Class B Shares Net asset value and offering price per share ($11,147,294 / 1,028,816 shares of beneficial interest issued and outstanding) .................................. $10.84 ====== Class C Shares Net asset value and offering price per share ($8,733,091 / 806,280 shares of beneficial interest issued and outstanding) .................................. $10.83 ====== Advisor Class Shares Net asset value, redemption and offering price per share ($1,024,525 / 94,370 shares of beneficial interest issued and outstanding) .................................. $10.86 ====== See notes to financial statements. - -------------------------------------------------------------------------------- 12 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ----------------------- STATEMENT OF OPERATIONS ----------------------- STATEMENT OF OPERATIONS March 29, 2001(a) to May 31, 2001 (unaudited) Investment Income Dividends ................................ $ 80,264 Interest ................................. 15,291 $ 95,555 --------- Expenses Advisory fee ............................. 29,922 Distribution fee - Class A ............... 1,936 Distribution fee - Class B ............... 11,002 Distribution fee - Class C ............... 11,312 Organization expenses .................... 36,569 Amortization of offering expenses ........ 22,352 Administrative ........................... 22,000 Custodian ................................ 12,915 Audit and legal .......................... 9,324 Transfer agency .......................... 7,496 Printing ................................. 5,166 Directors' fees .......................... 3,300 Registration ............................. 378 Miscellaneous ............................ 732 --------- Total expenses ........................... 174,404 Less: expenses waived and reimbursed by the Adviser (See Note B) ............ (84,322) --------- Net expenses ............................. 90,082 ----------- Net investment income .................... 5,473 ----------- Realized and Unrealized Gain (Loss) on Investment Transactions Net realized loss on investment transactions ........................... (1,242) Net change in unrealized appreciation/depreciation of investments ......................... 1,336,263 ----------- Net gain on investments .................. 1,335,021 ----------- Net Increase in Net Assets from Operations ............................. $ 1,340,494 =========== (a) Commencement of operations. See notes to financial statements. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 13 - ---------------------------------- STATEMENT OF CHANGES IN NET ASSETS - ---------------------------------- STATEMENT OF CHANGES IN NET ASSETS March 29, 2001(a) to May 31, 2001 (unaudited) ================ Increase (Decrease) in Net Assets from Operations Net investment income ...................................... $ 5,473 Net realized loss on investment transactions ............... (1,242) Net change in unrealized appreciation/depreciation of investments .......................................... 1,336,263 ---------------- Net increase in net assets from operations ................. 1,340,494 Transactions in Shares of Beneficial Interest Net increase ............................................... 27,107,482 ---------------- Total increase ............................................. 28,447,976 Net Assets Beginning of period ........................................ 25,000 ---------------- End of period (including undistributed net investment income of $5,473) ............................. $ 28,472,976 ================ (a) Commencement of operations. See notes to financial statements. - -------------------------------------------------------------------------------- 14 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTES TO FINANCIAL STATEMENTS May 31, 2001 (unaudited) NOTE A Significant Accounting Policies AllianceBernstein Trust (the "Trust"), was organized as a Massachusetts business trust on December 12, 2000 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Trust operates as a series company currently comprised of four funds (the "Funds"), the Global Value Fund, the International Value Fund, the Small Cap Value Fund and the Value Fund. Each Fund is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the Small Cap Value Fund. The Fund commenced operations on March 29, 2001. The Small Cap Value Fund (the "Fund") offers Class A, Class B , Class C and Advisor Class shares. Prior to commencement of operations on March 29, 2001, the Fund had no operations other than the sale to Alliance Capital Management L.P. (the "Adviser") of 2,480 shares of Class A and 10 shares of each of Class B and Class C for the aggregate amount of $24,800 for Class A shares and $100 for each of Class B and Class C shares on February 15, 2001. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to zero depending on the period of time the shares are held. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Advisor Class shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. Advisor Class shares are offered to investors participating in fee-based programs and to certain retirement plan accounts. All four classes of shares have identical voting, dividend, liquidation and other rights, except that each class bears different distribution expenses and has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund. 1. Security Valuation Portfolio securities traded on a national securities exchange, or on a foreign securities exchange (other than foreign securities exchanges whose operations are similar to those of the United States over-the-counter market) or on The Nasdaq Stock Market, Inc. are generally valued at the last reported sales price or if no sale occurred, at the mean of the closing bid and asked prices on that day. Readily marketable securities - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 15 - ----------------------------- NOTES TO FINANCIAL STATEMENTS - ----------------------------- traded in the over-the-counter market, securities listed on a foreign securities exchange whose operations are similar to the U.S. over-the-counter market, and securities listed on a national securities exchange whose primary market is believed to be over-the-counter (but excluding securities traded on The Nasdaq Stock Market, Inc.), are valued at the mean of the current bid and asked price. U.S. government and fixed income securities which mature in 60 days or less are valued at amortized cost, unless this method does not represent fair value. Securities for which current market quotations are not readily available are valued at their fair value as determined in good faith by, or in accordance with procedures adopted by, the Board of Directors. Fixed income securities may be valued on the basis of prices obtained from a pricing service when such prices are believed to reflect the fair market value of such securities. 2. Currency Translation Assets and liabilities denominated in foreign currencies and commitments under forward exchange currency contracts are translated into U.S. dollars at the mean of the quoted bid and asked price of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued. Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of investments and foreign currency contracts, the holding of foreign currencies, currency gains and losses realized between the trade and settlement dates on foreign security transactions, and the difference between the amounts of dividends, interest and foreign taxes receivable recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities. 3. Taxes It is the Fund's policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. 4. Organization and Offering Expenses Organization expenses of $35,150 were charged to the Fund as incurred prior to commencement of operations and reimbursed by the Adviser. Offering expenses of $129,500 have been deferred and are being amortized on a straight-line basis over a one year period. 5. Investment Income and Investment Transactions Dividend income is recorded on the ex-dividend date. Interest income is accrued daily. Investment transactions - -------------------------------------------------------------------------------- 16 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- are accounted for on the date securities are purchased or sold. The Fund accretes discounts as adjustments to interest income. Investment gains and losses are determined on the identified cost basis. 6. Income and Expenses All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except that the Fund's Class B and Class C shares bear higher distribution and transfer agent fees than Class A shares and the Advisor Class shares have no distribution fees. 7. Dividends and Distributions Dividends and distributions to shareholders are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with accounting principles generally accepted in the United States. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification. NOTE B Advisory Fee and Other Transactions with Affiliates Under the terms of an investment advisory agreement, the Fund pays Alliance Capital Management L.P. (the "Adviser"), a fee at an annual rate of 1% of the Fund's average daily net assets. Such fee is accrued daily and paid monthly. The Fund and the Adviser have entered into an Expense Limitation Agreement (the "Agreement"), dated January 31, 2001, under which the Adviser has agreed to waive its fees and, if necessary, reimburse expenses for the period from December 12, 2000 (date of organization of the Fund) to March 27, 2002, to the extent necessary to prevent total fund operating expenses from exceeding the annual rate of 2.50% of average daily net assets for Class A shares, 3.20% of average daily net assets for Class B shares and Class C shares and 2.20% for Advisor Class shares, respectively. Under the Agreement, any waivers or reimbursements made by the Adviser during this period are subject to repayment by the Fund in subsequent periods, but no later than March 27, 2004, provided that repayment does not result in the Fund's aggregate expenses in those subsequent periods exceeding the foregoing expense limitations. Further, the aggregate repayment to the Adviser will not exceed the sum of the Fund's organization costs and initial offering expenses. For the period ended May 31, 2001, expenses in the amount of $152,404 were waived and reimbursed by the Adviser that are subject to repayment. Effective July 2, 2001, the Adviser agreed to waive its fees and bear certain expenses to the extent necessary to limit total fund operating expenses on an annual basis to 1.40% of average daily net assets for Class A shares, 2.10% of average daily net assets for Class B shares and Class C shares and 1.10% of average daily net assets for Advisor Class shares. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 17 - ----------------------------- NOTES TO FINANCIAL STATEMENTS - ----------------------------- Pursuant to the Advisory agreement, the Adviser provides certain legal and accounting services for the Fund. For the period ended May 31, 2001, the Adviser agreed to waive its fees. Such waiver amounted to $22,000. The Fund compensates Alliance Global Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. Such compensation amounted to $6,244 for the period ended May 31, 2001. Alliance Fund Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary of the Adviser, serves as the Distributor of the Fund's shares. The Distributor has advised the Fund that it has received front-end sales charges of $5,209 from the sale of Class A shares and $1,439 and $96 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the period ended May 31, 2001. Brokerage commissions paid on investment transactions for the period ended May 31, 2001 amounted to $41,524, of which $26,333 was paid to Sanford C. Bernstein & Co. LLC, an affiliate of the Adviser. NOTE C Distribution Services Agreement The Fund has adopted a Distribution Services Agreement (the "Agreement") pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund's average daily net assets attributable to Class A shares and 1% of the average daily net assets attributable to Class B and Class C shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Distributor has advised the Fund that it has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amount of $301,794 and $66,349 for Class B and Class C shares, respectively; such costs may be recovered from the Fund in future periods so long as the Agreement is in effect. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund's shares. NOTE D Investment Transactions Purchases and sales of investment securities (excluding short-term investments and U.S. government securities) aggregated $22,779,294 and $231,812, respectively, for the period ended May 31, 2001. There were no purchases or sales of U.S. government and government agency obligations for the period ended May 31, 2001. At May 31, 2001, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized apprecia- - -------------------------------------------------------------------------------- 18 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- tion of investments was $1,471,455 and gross unrealized depreciation of investments was $135,192, resulting in net unrealized appreciation of $1,336,263. NOTE E Shares of Beneficial Interest There is an unlimited number of $0.00001 par value shares of beneficial interest authorized, divided into four classes, designated Class A, Class B, Class C and Advisor Class shares. Transactions in shares of beneficial interest were as follows: ------------- ------------ Shares Amount ------------- ------------ March 29, March 29, 2001(a) to 2001(a) to May 31, 2001 May 31, 2001 (unaudited) (unaudited) ------------------------------- Class A Shares sold 741,868 $ 7,745,645 - ------------------------------------------------------------------------------- Shares redeemed (46,440) (477,221) - ------------------------------------------------------------------------------- Net increase 695,428 $ 7,268,424 =============================================================================== Class B Shares sold 1,055,750 $ 10,941,089 - ------------------------------------------------------------------------------- Shares redeemed (26,944) (289,184) - ------------------------------------------------------------------------------- Net increase 1,028,806 $ 10,651,905 =============================================================================== Class C Shares sold 821,605 $ 8,384,425 - ------------------------------------------------------------------------------- Shares redeemed (15,335) (165,599) - ------------------------------------------------------------------------------- Net increase 806,270 $ 8,218,826 =============================================================================== Advisor Class Shares sold 96,010 $ 985,458 - ------------------------------------------------------------------------------- Shares redeemed (1,640) (17,131) - ------------------------------------------------------------------------------- Net increase 94,370 $ 968,327 =============================================================================== NOTE F Bank Borrowing A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $750 million revolving credit facility (the "Facility") intended to provide short-term financing if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the period ended May 31, 2001. (a) Commencement of operations. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 19 - -------------------- FINANCIAL HIGHLIGHTS - -------------------- FINANCIAL HIGHLIGHTS Selected Data For A Share Of Beneficial Interest Outstanding Throughout The Period
----------- ----------- ----------- ------------- Class A Class B Class C Advisor Class ----------- ----------- ----------- ------------- March 29, March 29, March 29, March 29, 2001(a) to 2001(a) to 2001(a) to 2001(a) to May 31, May 31, May 31, May 31, 2001 2001 2001 2001 (unaudited) (unaudited) (unaudited) (unaudited) --------------------------------------------------------------- Net asset value, beginning of period......................... $ 10.00 $ 10.00 $ 10.00 $ 10.00 --------------------------------------------------------------- Income from Investment Operations Net investment income (loss)(b)(c).. .02 -0- (.01) .02 Net realized and unrealized gain on investment transactions........ .82 .84 .84 .84 --------------------------------------------------------------- Net increase in net asset value from operations............. .84 .84 .83 .86 --------------------------------------------------------------- Net asset value, end of period...... $ 10.84 $ 10.84 $ 10.83 $ 10.86 =============================================================== Total Return Total investment return based on net asset value(d)............. 8.40% 8.40% 8.30% 8.60% Ratios/Supplemental Data Net assets, end of period (000's omitted)................... $7,568 $11,147 $8,733 $1,025 Ratio to average net assets of: Expenses, net of waivers/ reimbursements(e)................. 2.50% 3.20% 3.20% 2.20% Expenses, before waivers/ reimbursements(e)................. 4.77% 5.39% 7.04% 4.14% Net investment income (loss)(e)... .88% .10% (.22)% 1.00% Portfolio turnover rate............. 2% 2% 2% 2%
(a) Commencement of operations. (b) Based on average shares outstanding. (c) Net of expenses waived/reimbursed by the Adviser. (d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total investment return calculated for a period of less than one year is not annualized. (e) Annualized. - -------------------------------------------------------------------------------- 20 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND ---------------------------- GLOSSARY OF INVESTMENT TERMS ---------------------------- GLOSSARY OF INVESTMENT TERMS benchmark A standard by which a fund's performance can be measured. A benchmark is usually an unmanaged index, such as the Standard & Poor's 500 Stock Index or the Lehman Brothers Aggregate Bond Index. capitalization The absolute dollar value of a company's outstanding stock. Capitalization is determined by multiplying the amount of publicly owned shares by the stock's current market value. equity Another term for stock. index A compilation of securities of similar types of companies that is used to measure the investment performance of securities within that specific market. An index is often used as a benchmark for a mutual fund. An investor cannot invest directly in an index. portfolio The collection of securities that make up a fund's or an investor's investments. sector Refers to a distinct part of the economy, for example, the technology sector. small capitalization or small-cap company Refers to a company with a relatively small market capitalization. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 21 - ---------------- ALLIANCE CAPITAL - ---------------- ALLIANCE CAPITAL The Investment Professional's Choice Alliance Capital is a leading global investment management firm with approximately $433 billion in assets under management. In recognition of our far-reaching investment capabilities, Alliance Capital has been selected by employee benefit plans for 56 of the FORTUNE 100 companies and public retirement funds in 36 states as well as by hundreds of foundations, endowments and foreign institutions. By sharing this institutional money management experience with millions of mutual fund investors as well, Alliance stands out as a "manager of choice" for thousands of investment professionals around the world. At Alliance Capital, we place a premium on investment research. We carefully select securities based on our proprietary research, conducted by 620 investment professionals in 35 cities and 19 countries. Our commitment to this process means that our mutual fund shareholders have their portfolios managed by the same experienced analysts and portfolio managers who manage the pension funds of some of America's largest institutional investors. All information on Alliance Capital is as of 3/31/01. - -------------------------------------------------------------------------------- 22 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND -------------------------------- ALLIANCE CAPITAL AT YOUR SERVICE -------------------------------- ALLIANCE CAPITAL AT YOUR SERVICE At Alliance Capital, shareholder satisfaction is among our top priorities. That is why we provide our shareholders with a wide variety of products and time-saving services. o Low Minimum Investments You can begin investing in Alliance Capital funds with as little as $250 (except for Alliance Select Investor Series Biotechnology Portfolio, Alliance Select Investor Series Premier Portfolio, Alliance Select Investor Series Technology Portfolio, and Alliance Select Investor Series Small Cap Growth Portfolio which generally have a $10,000 minimum initial investment) and may make subsequent investments of $50 or more. o Automatic Reinvestment You may choose to reinvest fund dividend and capital-gains distributions automatically at no charge. o Automatic Investment Program Build your investment account by having money automatically transferred from your bank account on a regular basis. o Dividend Direction Plans You may cross-invest dividends from one fund into the same class of shares in any other fund without incurring a sales charge--a good way to diversify your assets. o Auto Exchange You may choose to automatically exchange money from one Alliance Capital fund to another on a regular basis. This can be a good way to dollar cost average*, helping you to invest with discipline. o Systematic Withdrawals Regular checks for specified amounts can be sent to you or to your brokerage or bank account. o E-Statements Sign up to view your quarterly account statement on-line, rather than wait to receive paper copies in the mail--it's easy, convenient and saves you time and storage space. o A Choice of Purchase Plans Most funds are available in A, B, and C Class shares. Many funds are also available in Advisor Class shares. o Telephone Transaction Purchases, transfers and redemptions can be made by calling (800) 221-5672. Our knowledgeable representatives are available to assist you Monday through Friday from 8:30 a.m. to 8:00 p.m. Eastern Standard Time. o Alliance Answer: 24-Hour Information For your convenience, our computerized audio response system is available to you 24-hours a day by calling (800) 251-0539. Using any touch tone phone, you can hear share prices, get account balances, review details of your last transaction, obtain dividend information, order statements/checkbooks, review fund objectives, and Watchlist information, order additional copies of statements and request additional year-end tax forms (available from February 1 to May 31). o The Alliance Advance A quarterly newsletter discussing investment strategies, economic news and other mutual fund matters. o Alliance Capital on the World Wide Web at www.alliancecapital.com. Here, you can access updated account information, including daily pricing, make additional investments, exchange between Alliance funds and view fund performance. * Dollar cost averaging does not assure a profit nor protect against loss in a declining market. Since this strategy involves continuous investments in securities, regardless of fluctuating prices, investors should consider their financial ability to invest during periods of low price levels. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 23 - ------------------ BOARD OF DIRECTORS - ------------------ BOARD OF DIRECTORS John D. Carifa, Chairman and President Ruth Block(1) David H. Dievler(1) John H. Dobkin(1) William H. Foulk, Jr.(1) Clifford L. Michel(1) Donald J. Robinson(1) OFFICERS Kathleen A. Corbet, Senior Vice President Andrew Moloff, Vice President Gregory R. Sawers, Vice President Edmund P. Bergan, Jr., Secretary Mark D. Gersten, Treasurer & Chief Financial Officer Vincent S. Noto, Controller Custodian State Street Bank & Trust Company 225 Franklin Street Boston, MA 02110 Principal Underwriter Alliance Fund Distributors, Inc. 1345 Avenue of the Americas New York, NY 10105 Legal Counsel Ropes & Gray One International Plaza Boston, MA 02110 Transfer Agent Alliance Global Investor Services, Inc. P.O. Box 1520 Secaucus, NJ 07096-1520 Toll-Free (800) 221-5672 Independent Accountants Ernst & Young LLP 787 Seventh Avenue New York, NY 10019 (1) Member of the Audit Committee. - -------------------------------------------------------------------------------- 24 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND - -------------------------------- ALLIANCE CAPITAL FAMILY OF FUNDS - -------------------------------- ALLIANCE CAPITAL FAMILY OF FUNDS Domestic Equity Funds Growth & Income Fund Growth Fund Health Care Fund Premier Growth Fund Quasar Fund Technology Fund The Alliance Fund Global & International Equity Funds All-Asia Investment Fund Global Small Cap Fund Greater China '97 Fund International Fund International Premier Growth Fund New Europe Fund Worldwide Privatization Fund AllianceBernstein Value Funds Disciplined Value Fund Global Value Fund International Value Fund Real Estate Investment Fund Small Cap Value Fund Utility Income Fund Value Fund Select Investor Series Biotechnology Portfolio Premier Portfolio Small Cap Growth Portfolio Technology Portfolio Asset Allocation Funds Balanced Shares Conservative Investors Fund Growth Investors Fund Fixed Income Funds Corporate Bond Portfolio Global Dollar Government Fund Global Strategic Income Trust High Yield Fund Multi-Market Strategy Trust North American Government Income Trust Quality Bond Portfolio U.S. Government Portfolio Municipal Income Funds National Insured National Arizona California Insured California Florida Massachusetts Michigan Minnesota New Jersey New York Ohio Pennsylvania Virginia Closed-End Funds All-Market Advantage Fund The Austria Fund ACM Government Income Fund ACM Government Opportunity Fund The Korean Investment Fund ACM Managed Dollar Income Fund ACM Managed Income Fund ACM Municipal Securities Income Fund The Southern Africa Fund The Spain Fund World Dollar Government Fund World Dollar Government Fund II Alliance also offers AFD Exchange Reserves, which serves as the money market fund exchange vehicle for the Alliance mutual funds. To obtain a prospectus for any Alliance Capital fund, call your investment professional, or call Alliance at (800) 227-4618. - -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 25 AllianceBernstein Small Cap Value Fund 1345 Avenue of the Americas New York, NY 10105 (800) 221-5672 Alliance Capital [LOGO](R) The Investment Professional's Choice (R) These registered service marks used under license from the owner, Alliance Capital Management L.P. ACBVISCVSR501 -----END PRIVACY-ENHANCED MESSAGE-----