-----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, SBrjxNSu9uK/3mG7NTuuWExy5jFmXAF00/4I3ST5KqljNs9gjVDVL7lPQeiKeGpw Z1j6qvrpWeVaL9OjqeLeKg== 0000936772-03-000310.txt : 20030811 0000936772-03-000310.hdr.sgml : 20030811 20030808180723 ACCESSION NUMBER: 0000936772-03-000310 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030531 FILED AS OF DATE: 20030811 EFFECTIVENESS DATE: 20030811 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-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-10221 FILM NUMBER: 03832828 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-CSRS 1 edg9202.txt United States Securities and Exchange Commission Washington, D.C. 20549 Form N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-10221 AllianceBernstein Trust (Exact name of registrant as specified in charter) 1345 Avenue of the Americas, New York, New York 10105 (Address of principal executive offices) (Zip code) Edmund P. Bergan, Jr. Alliance Capital Management, L.P. 1345 Avenue of the Americas New York, New York 10105 (Name and address of agent for service) Registrant's telephone number, including area code: (800) 221-5672 Date of fiscal year end: November 30, 2003 Date of reporting period: May 31, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. - -------------------------------------------------------------------------------- SMALL-CAP VALUE - -------------------------------------------------------------------------------- AllianceBernstein Small Cap Value Fund Semi-Annual Report May 31, 2003 [GRAPHIC OMITTED] AllianceBernstein [LOGO](SM) Investment Research and Management 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. AllianceBernstein Investment Research and Management, Inc., the principal underwriter of the AllianceBernstein mutual funds and an affiliate of Alliance Capital Management L.P., the manager of the funds, is a member of the NASD. July 14, 2003 Semi-Annual Report We're excited to announce that Alliance Fund Distributors, Inc. has become AllianceBernstein Investment Research and Management, Inc. All of Alliance Capital's domestic mutual funds have been renamed AllianceBernstein. This report provides management's discussion of fund performance for AllianceBernstein Small Cap Value Fund (the "Fund") for the semi-annual reporting period ended May 31, 2003. 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 to be undervalued using the fundamental value approach of Alliance's Bernstein unit. Bernstein uses its fundamental research to identify companies 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 six- and 12-month periods ended May 31, 2003. For comparison to the small-cap value market, we have also included the Fund's performance versus the Russell 2500 Value Index. INVESTMENT RESULTS* Periods Ended May 31, 2003 --------------------------------- Returns --------------------------------- 6 Months 12 Months -------------- -------------- AllianceBernstein Small Cap Value Fund Class A 9.37% -6.29% - ------------------------------------------------------------ Class B 8.99% -6.98% - ------------------------------------------------------------ Class C 9.00% -6.99% - ------------------------------------------------------------ Russell 2500 Index 9.54% -6.10% - ------------------------------------------------------------ Russell 2500 Value Index 9.93% -5.79% - ------------------------------------------------------------ * The Fund's investment results are for the periods shown and are based on the net asset value (NAV) of each class of shares as of May 31, 2003. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 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 the Fund include the reinvestment of any distributions paid during each period. During the reporting period, the Advisor waived a portion of its advisory fee or reimbursed the Fund for a portion of its expenses to the extent necessary to limit the Fund's expenses to 1.40% for Class A, 2.10% for Class B, 2.10% for Class C and 1.10% for Advisor Class. This waiver extends through the Fund's current fiscal _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 1 year and additional one-year terms. Without this waiver, the Fund's expenses would have been higher and its performance would have been lower than that shown above.Returns for Advisor Class shares will vary due to different expenses associated with this class. 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. The unmanaged Russell 2500 Value Index contains those securities in the Russell 2500 Index with a less-than-average growth orientation. An investor cannot invest directly in an index, and its results are not indicative of any specific investment, including AllianceBernstein Small Cap Value Fund. Additional investment results appear on page 4. For the six months ended May 31, 2003, the Fund delivered strong absolute returns, but rose in value slightly less than its benchmark, the Russell 2500 Index, and the Russell 2500 Value Index. The largest contributors to absolute returns were the Fund's holdings in producer durable stocks, such as the heavy-equipment manufacturer Terex, and homebuilders, such as Centex or Pulte Homes. Holdings in financial services, particularly banks, were also strong contributors. Relative to the Russell 2500 Value Index, the Fund's underperformance was accounted for by stock selection. Poor stock selection was concentrated in the consumer discretionary sector where Royal Caribbean, Reader's Digest and Jones Apparel Group fell in value. For the year ended May 31, 2003, the Fund fell in value and underperformed slightly compared to both the Russell 2500 Index and the Russell 2500 Value Index. The principal drag on the Fund's absolute and relative return over this period was holdings in oil companies, such as Amerada Hess and Kerr-McGee Corporation, as well as investments in the consumer discretionary sector. Principal contributors were select technology investments, including Corning and Nortel Networks, and capital good manufacturers like Paccar and Eaton Corporation. Market Overview and Investment Strategy Although stocks were down over the past year, they staged an impressive recovery in the second quarter of 2003, bringing the Fund's six-month return positive. In this setting, value stocks, which usually trade at lower multiples of earnings and book value, did not perform as well as growth stocks or stocks in general. This performance pattern affected the returns of the Fund as the Fund typically invests in companies that sell at large discounts to stocks in general, and to value stock indices. During the reporting period, we focused the Fund's investments in the financial services, capital equipment and technology sectors. The Fund's stock selection in the consumer discretionary sector was, as stated above, less than favorable. _______________________________________________________________________________ 2 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND PORTFOLIO SUMMARY May 31, 2003 (unaudited) INCEPTION DATES Class A Shares 3/29/01 Class B Shares 3/29/01 Class C Shares 3/29/01 PORTFOLIO STATISTICS Net Assets ($mil): $587.2 Average Market Capitalization ($mil): $2,066 SECTOR BREAKDOWN 14.3% Financial 12.6% Capital Equipment 12.5% Technology 11.6% Utilities 11.0% Non-Financial 10.9% Consumer Cyclicals [PIE CHART OMITTED] 5.9% Industrial Commodities 5.5% Energy 5.1% Consumer Growth 3.1% Consumer Staples 1.3% Services 6.2% Short-Term HOLDING TYPE 91.2% Domestic Equity 2.6% Foreign Equity [PIE CHART OMITTED] 6.2% Short-Term All data as of May 31, 2003. The Fund's sector breakdown and holding type are expressed as a percentage of total investments and may vary over time. _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 3 INVESTMENT RESULTS ANNUAL AVERAGE RETURNS AS OF MAY 31, 2003 Class A Shares - ------------------------------------------------------------------------------- Without Sales Charge With Sales Charge 1 Year -6.29% -10.27% Since Inception* 10.49% 8.32% Class B Shares - ------------------------------------------------------------------------------- Without Sales Charge With Sales Charge 1 Year -6.98% -10.70% Since Inception* 9.76% 8.93% Class C Shares - ------------------------------------------------------------------------------- Without Sales Charge With Sales Charge 1 Year -6.99% -7.92% Since Inception* 9.72% 9.72% SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES) AS OF THE MOST RECENT QUARTER-END (JUNE 30, 2003) Class A Class B Class C Shares Shares Shares - ------------------------------------------------------------------------------- 1 Year -5.56% -6.09% -3.08% Since Inception* 8.05% 8.55% 9.35% The Fund's investment results represent average annual returns. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 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. Returns 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. _______________________________________________________________________________ 4 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND TEN LARGEST HOLDINGS May 31, 2003 (unaudited) Percent of Company Value Net Assets _______________________________________________________________________________ Nortel Networks Corp. (Canada) $ 15,386,000 2.6% - ------------------------------------------------------------------------------- Centex Corp. 13,507,620 2.3 - ------------------------------------------------------------------------------- Terex Corp. 12,425,000 2.1 - ------------------------------------------------------------------------------- Pulte Corp. 12,330,920 2.1 - ------------------------------------------------------------------------------- Harsco Corp. 12,206,100 2.1 - ------------------------------------------------------------------------------- Peabody Energy Corp. 11,661,750 2.0 - ------------------------------------------------------------------------------- ADC Telecommunications, Inc. 10,645,137 1.8 - ------------------------------------------------------------------------------- PNM Resources, Inc. 10,620,000 1.8 - ------------------------------------------------------------------------------- Adaptec, Inc. 10,616,000 1.8 - ------------------------------------------------------------------------------- Hughes Supply, Inc. 10,432,350 1.8 - ------------------------------------------------------------------------------- $119,830,877 20.4% _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 5 PORTFOLIO OF INVESTMENTS May 31, 2003 (unaudited) Company Shares Value - ------------------------------------------------------------------------------- COMMON STOCKS-93.7% Financial-14.3% Major Regional Banks-5.4% Hibernia Corp. Cl.A 384,000 $ 7,415,040 Popular, Inc. 139,500 5,508,994 Silicon Valley Bancshares(a) 215,000 5,420,150 UnionBanCal Corp. 180,000 7,605,000 Whitney Holding Corp. 163,500 5,557,365 ------------ 31,506,549 ------------ Multi-Line Insurance-0.6% Health Net, Inc.(a) 119,500 3,617,265 ------------ Property - Casualty Insurance-1.4% PartnerRe, Ltd. 150,000 7,968,000 ------------ Real Estate Investment Trust-3.6% Avalonbay Communities, Inc. 171,000 7,170,030 Felcor Lodging Trust, Inc. 280,000 2,377,200 Mack-Cali Realty Corp. 124,750 4,287,658 Post Properties, Inc. 284,000 7,602,680 ------------ 21,437,568 ------------ Savings & Loan-3.3% Commercial Federal Corp. 190,000 4,269,300 Sovereign Bancorp, Inc. 550,000 8,976,000 Washington Federal, Inc. 257,950 6,059,246 ------------ 19,304,546 ------------ 83,833,928 ------------ Capital Equipment-12.6% Auto & Truck Parts-5.3% ArvinMeritor, Inc. 460,000 8,183,400 BorgWarner, Inc. 124,000 7,206,880 Modine Manufacturing Co. 243,000 5,358,150 PACCAR, Inc. 155,000 10,271,850 ------------ 31,020,280 ------------ Electrical Equipment-1.7% Cooper Industries, Ltd. Cl.A 252,000 10,052,280 ------------ Machinery-4.8% Flowserve Corp.(a) 59,700 1,083,555 Kennametal, Inc. 243,000 8,206,110 Lincoln Electric Holdings, Inc. 312,000 6,595,680 Terex Corp.(a) 700,000 12,425,000 ------------ 28,310,345 ------------ Miscellaneous Capital Goods-0.8% Parker-Hannifin Corp. 120,000 4,851,600 ------------ 74,234,505 ------------ _______________________________________________________________________________ 6 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND Company Shares Value - ------------------------------------------------------------------------------- Technology-12.5% Communication-Equip. Mfrs.-7.2% ADC Telecommunications, Inc.(a) 3,957,300 $ 10,645,137 Andrew Corp.(a) 800,000 7,952,000 Nortel Networks Corp. (Canada)(a) 4,900,000 15,386,000 Tellabs, Inc.(a) 1,020,000 8,098,800 ------------ 42,081,937 ------------ Computer/Instrumentation-1.8% Adaptec, Inc.(a) 1,327,000 10,616,000 ------------ Miscellaneous Industrial Technology-1.9% Arrow Electronics, Inc.(a) 160,000 2,724,800 Avnet, Inc.(a) 170,000 2,312,000 Solectron Corp.(a) 816,800 3,267,200 Tech Data Corp.(a) 120,000 2,985,600 ------------ 11,289,600 ------------ Semiconductors-1.6% KEMET Corp.(a) 928,000 9,372,800 ------------ 73,360,337 ------------ Utilities-11.5% Electric Companies-10.3% Constellation Energy Group, Inc. 265,000 8,784,750 Northeast Utilities 540,000 8,726,400 OGE Energy Corp. 391,000 8,257,920 PNM Resources, Inc. 400,000 10,620,000 Puget Energy, Inc. 388,000 9,098,600 Reliant Resources, Inc.(a) 784,500 5,256,150 Sierra Pacific Resources(a) 460,100 2,484,540 WPS Resources Corp. 178,000 7,650,440 ------------ 60,878,800 ------------ Telephone-1.2% Qwest Communications International, Inc.(a) 1,550,000 6,959,500 ------------ 67,838,300 ------------ Non-Financial-11.0% Building Material-Heat/Plumbing/Air-1.8% Hughes Supply, Inc. 291,000 10,432,350 ------------ Cement-1.0% Texas Industries, Inc. 260,000 5,748,600 ------------ Home Building-4.4% Centex Corp. 174,000 13,507,620 Pulte Corp. 188,000 12,330,920 ------------ 25,838,540 ------------ _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 7 Company Shares Value - ------------------------------------------------------------------------------- Miscellaneous Building-3.8% Harsco Corp. 345,000 $ 12,206,100 Standard Pacific Corp. 300,000 10,314,000 ------------ 22,520,100 ------------ 64,539,590 ------------ Consumer Cyclicals-10.9% Apparel Manufacturing-1.5% Jones Apparel Group, Inc.(a) 232,000 6,811,520 V. F. Corp. 44,000 1,675,080 ------------ 8,486,600 ------------ Autos & Auto Parts-3.2% American Axle & Manufacturing Holdings, Inc.(a) 222,700 5,567,500 Dana Corp. 290,100 2,584,791 Genuine Parts Co. 65,000 2,136,550 Group 1 Automotive, Inc.(a) 300,000 8,760,000 ------------ 19,048,841 ------------ Hotel-Motel-1.2% Park Place Entertainment Corp. 940,000 7,162,800 ------------ Miscellaneous Consumer Cyclicals-1.0% Brunswick Corp. 263,000 5,772,850 ------------ Retailers-4.0% AutoNation, Inc.(a) 532,822 7,416,882 Federated Department Stores, Inc.(a) 212,000 6,890,000 Foot Locker, Inc. 700,000 9,415,000 ------------ 23,721,882 ------------ 64,192,973 ------------ Industrial Commodities-5.9% Chemicals-3.5% Crompton Corp. 846,000 6,048,900 Cytec Industries, Inc.(a) 281,000 9,301,100 FMC Corp.(a) 261,600 5,438,664 ------------ 20,788,664 ------------ Miscellaneous Metals-1.3% Reliance Steel & Aluminum Co. 387,400 7,441,954 ------------ Paper-1.1% MeadWestvaco Corp. 219,800 5,503,792 Temple-Inland, Inc. 16,000 746,240 ------------ 6,250,032 ------------ 34,480,650 ------------ Energy-5.5% Coal-2.0% Peabody Energy Corp. 355,000 11,661,750 ------------ _______________________________________________________________________________ 8 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND Shares or Principal Amount Company (000) Value - ------------------------------------------------------------------------------- Oils - Integrated Domestic-3.5% Amerada Hess Corp. 109,000 $ 5,341,000 Kerr-McGee Corp. 125,000 5,947,500 Valero Energy Corp. 245,650 9,211,875 ------------ 20,500,375 ------------ 32,162,125 ------------ Consumer Growth-5.1% Hospital Management-1.5% Universal Health Services, Inc. Cl. B(a) 200,000 9,082,000 ------------ Hospital Supplies-1.3% Apogent Technologies, Inc.(a) 385,800 7,361,064 ------------ Publishing-2.3% Deluxe Corp. 133,500 6,270,495 Reader's Digest Association, Inc. Cl.A 546,000 7,076,160 ------------ 13,346,655 ------------ 29,789,719 ------------ Consumer Staples-3.1% Foods-2.4% Corn Products International, Inc. 284,000 8,786,960 Smithfield Foods, Inc.(a) 260,000 5,457,400 ------------ 14,244,360 ------------ Retail - Food-0.7% SUPERVALU, Inc. 190,000 3,771,500 ------------ 18,015,860 ------------ Services-1.3% Miscellaneous Industrial Transportation-1.3% SEACOR SMIT, Inc.(a) 200,000 7,798,000 ------------ Total Common Stocks (cost $537,458,727) 550,245,987 ------------ SHORT-TERM INVESTMENT-6.2% Time Deposit-6.2% State Street Euro Dollar 0.75%, 6/02/03 (cost $36,437,000) $36,437 36,437,000 ------------ Total Investments-99.9% (cost $573,895,727) 586,682,987 Other assets less liabilities-0.1% 561,929 ------------ Net Assets-100% $587,244,916 ============ (a) Non-income producing security. See notes to financial statements. _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 9 STATEMENT OF ASSETS & LIABILITIES May 31, 2003 (unaudited) ASSETS Investments in securities, at value (cost $573,895,727) $ 586,682,987 Cash 890 Receivable for shares of beneficial interest sold 1,215,924 Dividends and interest receivable 511,500 ------------- Total assets 588,411,301 ------------- LIABILITIES Payable for shares of beneficial interest redeemed 331,799 Advisory fee payable 278,997 Distribution fee payable 247,731 Accrued expenses and other liabilities 307,858 ------------- Total liabilities 1,166,385 ------------- Net Assets $ 587,244,916 ============= COMPOSITION OF NET ASSETS Paid-in capital $ 569,757,625 Undistributed net investment income 196,650 Accumulated net realized gain on investment transactions 4,503,381 Net unrealized appreciation of investments 12,787,260 ------------- $ 587,244,916 ============= CALCULATION OF MAXIMUM OFFERING PRICE Class A Shares Net asset value and redemption price per share ($129,669,190/10,659,806 shares of beneficial interest issued and outstanding) $12.16 Sales charge--4.25% of public offering price .54 ------ Maximum offering price $12.70 ====== Class B Shares Net asset value and offering price per share ($178,807,326/14,758,913 shares of beneficial interest issued and outstanding) $12.12 ====== Class C Shares Net asset value and offering price per share ($81,229,699/6,706,292 shares of beneficial interest issued and outstanding) $12.11 ====== Advisor Class Shares Net asset value, redemption and offering price per share ($197,538,701/16,215,119 shares of beneficial interest issued and outstanding) $12.18 ====== See notes to financial statements. _______________________________________________________________________________ 10 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND STATEMENT OF OPERATIONS Six Months Ended May 31, 2003 (unaudited) INVESTMENT INCOME Dividends (net of foreign taxes withheld of $5,580) $ 4,797,223 Interest 105,102 $ 4,902,325 ----------- EXPENSES Advisory fee 2,531,932 Distribution fee--Class A 170,485 Distribution fee--Class B 805,615 Distribution fee--Class C 350,959 Transfer agency 1,025,792 Custodian 78,280 Printing 77,226 Administrative 68,000 Registration 49,741 Audit and legal 33,438 Trustees' fees 9,871 Miscellaneous 7,005 ----------- Total expenses 5,208,344 Less: expense offset arrangement (see Note B) (380) Less: expenses waived and reimbursed by the Adviser (see Note B) (1,095,780) ----------- Net expenses 4,112,184 ----------- Net investment income 790,141 ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS Net realized gain on investment transactions 5,877,118 Net change in unrealized appreciation/depreciation of investments 42,563,709 ----------- Net gain on investment transactions 48,440,827 ----------- NET INCREASE IN NET ASSETS FROM OPERATIONS $49,230,968 =========== See notes to financial statements. _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 11 STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Year Ended May 31, 2003 November 30, (unaudited) 2002 -------------- -------------- INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS Net investment income $ 790,141 $ 1,912,959 Net realized gain (loss) on investment transactions 5,877,118 (1,373,737) Net change in unrealized appreciation/depreciation of investments 42,563,709 (35,169,888) ------------ ------------ Net increase (decrease) in net assets from operations 49,230,968 (34,630,666) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM Net investment income Class A (706,636) (255,247) Class B -0- (133,463) Class C -0- (59,194) Advisor Class (1,379,194) (462,545) Net realized gain on investment transactions Class A -0- (286,961) Class B -0- (480,449) Class C -0- (213,060) Advisor Class -0- (396,467) TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST Net increase 36,541,427 376,454,951 ------------ ------------ Total increase 83,686,565 339,536,899 NET ASSETS Beginning of period 503,558,351 164,021,452 ------------ ------------ End of period (including undistributed net investment income of $1,492,339 at November 30, 2002.) $587,244,916 $503,558,351 ============ ============ See notes to financial statements. _______________________________________________________________________________ 12 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND NOTES TO FINANCIAL STATEMENTS May 31, 2003 (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 the following four funds: the AllianceBernstein Global Value Fund, the AllianceBernstein International Value Fund, the AllianceBernstein Small Cap Value Fund and the AllianceBernstein Value Fund (the "Funds"). Each Fund is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AllianceBernstein Small Cap Value Fund (the "Fund"). The Fund offers Class A, Class B, Class C and Advisor Class shares. 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. Additional information about some of the items discussed in these Notes to Financial Statements is contained in the Fund's Statement of Additional Information, which is available upon request. The following is a summary of significant accounting policies followed by the Fund. 1. Security Valuation In accordance with Pricing Policies adopted by the Board of Trustees of the Fund (the "Pricing Policies") and applicable law, portfolio securities are valued at current market value or at fair value. The Board of Trustees has delegated to the Adviser, subject to the Board's continuing oversight, certain responsibilities with respect to the implementation of the Pricing Policies. Pursuant to the Pricing _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 13 Policies, securities for which market quotations are readily available are valued at their current market value. In general, the market value of these securities is determined as follows: Securities listed on a national securities exchange or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. 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 in accordance with the Pricing Policies. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities not listed on an exchange but traded on The Nasdaq Stock Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ Official Closing Price; listed put or call options 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; open futures contracts and options thereon are 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 is used; securities traded in the over-the-counter market, (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; 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Pricing Policies provide that the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security. Securities for which market quotations are not readily available are valued at fair value in accordance with the Pricing Policies. 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 prices 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. _______________________________________________________________________________ 14 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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. Investment Income and Investment Transactions Dividend income is recorded on the ex-dividend date. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Fund accretes discounts as an adjustment to interest income. 5. 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 Advisor Class shares. Advisor Class shares have no distribution fees. 6. Dividends and Distributions Dividends and distributions to shareholders, if any, 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 average daily net assets. Such fee is accrued daily and paid monthly. _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 15 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%, 2.10%, 2.10% and 1.10% of the daily average net assets for Class A, Class B, Class C and Advisor Class shares, respectively. For the six months ended May 31, 2003, such reimbursement amounted to $1,027,780. Since inception of the Fund, such reimbursement for organization and offering expenses in the amount of $174,707 are subject to repayment in subsequent periods, but no later than March 27, 2004. Pursuant to the Advisory agreement, the Adviser provides certain legal and accounting services for the Fund. For the six months ended May 31, 2003, the Adviser agreed to waive its fees. Such waiver amounted to $68,000. The Fund compensates Alliance Global Investor Services, Inc., (AGIS), 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 $777,779 for the six months ended May 31, 2003. For the six months ended May 31, 2003, the Fund's expenses were reduced by $380 under an expense offset arrangement with AGIS. AllianceBernstein Investment Research and Management, Inc. (the "Distributor"), formerly Alliance Fund Distributors, Inc., 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 $12,686 from the sale of Class A shares and $10,975, $194,417 and $18,766 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended May 31, 2003. Brokerage commissions paid on investment transactions for the six months ended May 31, 2003 amounted to $434,768, of which $232,353 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 _______________________________________________________________________________ 16 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND amount of $3,348,364 and $636,710 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) for the period ended May 31, 2003, were as follows: Purchases Sales ------------ ------------ Investment securities $ 82,609,988 $ 65,917,012 U.S. government securities -0- -0- The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows: Gross unrealized appreciation $ 64,570,952 Gross unrealized depreciation (51,783,692) ------------ Net unrealized appreciation $ 12,787,260 ============ _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 17 NOTE E Distributions to Shareholders The tax character of distributions to be paid for the year ending November 30, 2003 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended November 30, 2002 and November 30, 2001 were as follows: 2002 2001 ------------ ------------ Distributions paid from: Ordinary income $ 2,287,386 $ -0- ------------ ------------ Total taxable distributions 2,287,386 -0- ------------ ------------ Total distributions paid $ 2,287,386 $ -0- ------------ ------------ As of November 30, 2002, the components of accumulated earnings/(deficit) on a tax basis were as follows: Undistributed ordinary income $ 1,492,339 ------------- Accumulated capital and other losses (1,364,431)(a) ------------- Unrealized appreciation/(depreciation) (29,785,755)(b) ------------- Total accumulated earnings/(deficit) $ (29,657,847) ------------- (a) On November 30, 2002, the Fund had a net capital loss carryforward of $1,364,431, all of which expires in the year 2010. To the extent future capital gains are offset by capital loss carryforward, such gains will not be distributed. (b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales. NOTE F Shares of Beneficial Interest There is an unlimited number of shares of beneficial interest authorized, without par value, 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 --------------------------- ----------------------------- Six Months Ended Year Ended Six Months Ended Year Ended May 31, 2003 November 30, May 31, 2003 November 30, (unaudited) 2002 (unaudited) 2002 ------------ ------------ -------------- ------------- CLASS A Shares sold 12,084,358 13,256,978 $ 126,383,565 $ 154,391,494 - ------------------------------------------------------------------------------ Shares issued in reinvestment of dividends and distributions 56,752 39,088 614,629 447,172 - ------------------------------------------------------------------------------ Shares converted from Class B 92,972 193,675 1,007,067 2,267,381 - ------------------------------------------------------------------------------ Shares redeemed (11,681,365) (6,450,308) (120,992,728) (69,540,178) - ------------------------------------------------------------------------------ Net increase 552,717 7,039,433 $ 7,012,533 $ 7,565,869 ============================================================================== _______________________________________________________________________________ 18 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND Shares Amount --------------------------- ------------------------------ Six Months Ended Year Ended Six Months Ended Year Ended May 31, 2003 November 30, May 31, 2003 November 30, (unaudited) 2002 (unaudited) 2002 ------------ ------------ -------------- -------------- CLASS B Shares sold 1,806,534 15,243,121 $ 19,343,663 $ 186,139,867 - ------------------------------------------------------------------------------ Shares issued in reinvestment of dividends and distributions -0- 41,175 -0- 471,462 - ------------------------------------------------------------------------------ Shares converted to Class A (93,137) (194,364) (1,007,067) (2,267,381) - ------------------------------------------------------------------------------ Shares redeemed (2,123,192) (4,912,686) (22,210,580) (54,648,248) - ------------------------------------------------------------------------------ Net increase (decrease) (409,795) 10,177,246 $ (3,873,984) $ 129,695,700 ============================================================================== CLASS C Shares sold 1,339,999 6,420,079 $ 14,381,304 $ 78,122,723 - ------------------------------------------------------------------------------ Shares issued in reinvestment of dividends and distributions -0- 18,254 -0- 208,829 - ------------------------------------------------------------------------------ Shares redeemed (974,607) (2,345,650) (10,314,209) (26,585,037) - ------------------------------------------------------------------------------ Net increase 365,392 4,092,683 $ 4,067,095 $ 51,746,515 ============================================================================== ADVISOR CLASS Shares sold 3,142,796 10,972,420 $ 33,604,246 $ 126,425,366 - ------------------------------------------------------------------------------ Shares issued in reinvestment of dividends and distributions 122,496 71,033 1,327,856 813,330 - ------------------------------------------------------------------------------ Shares redeemed (528,928) (1,701,932) (5,596,319) (19,791,829) - ------------------------------------------------------------------------------ Net increase 2,736,364 9,341,521 $ 29,335,783 $ 107,446,867 ============================================================================== NOTE G Concentration of Risk Investing in securities of foreign companies involves special risks which include revaluation of currencies and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of comparable United States companies. _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 19 NOTE H Joint Credit Facility 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 six months ended May 31, 2003. _______________________________________________________________________________ 20 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND FINANCIAL HIGHLIGHTS Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Class A ------------------------------------- Six Months Year March 29, Ended Ended 2001(a) to May 31, 2003 November 30, November 30, (unaudited) 2002 2001 ----------- ----------- ----------- Net asset value, beginning of period $11.19 $11.37 $10.00 --------------------------------- INCOME FROM INVESTMENT OPERATIONS Net investment income(b)(c) .03 .10 .09 Net realized and unrealized gain (loss) on investment transactions 1.01 (.11) 1.28 ----- ----- ----- Net increase (decrease) in net asset value from operations 1.04 (.01) 1.37 --------------------------------- LESS: DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income (.07) (.08) -0- Distributions from net realized gain on investment transactions -0- (.09) -0- ----- ----- ----- Total dividends and distributions (.07) (.17) -0- --------------------------------- Net asset value, end of period $12.16 $11.19 $11.37 TOTAL RETURN Total investment return based on net asset value(d) 9.37% (.12)% 13.70% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $129,669 $113,070 $34,883 Ratio to average net assets of: Expenses, net of waivers/reimbursements 1.40%(e) 1.40% 1.53%(e) Expenses, before waivers/reimbursements 1.81%(e) 1.81% 2.41%(e) Net investment income(c) .53%(e) .80% 1.29%(e) Portfolio turnover rate 14% 30% 15%
See footnote summary on page 24. _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 21 Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Class B ------------------------------------- Six Months Year March 29, Ended Ended 2001(a) to May 31, 2003 November 30, November 30, (unaudited) 2002 2001 ----------- ----------- ----------- Net asset value, beginning of period $11.12 $11.33 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(b)(c) (.01) .01 .04 Net realized and unrealized gain (loss) on investment transactions 1.01 (.10) 1.29 ----- ----- ----- Net increase (decrease) in net asset value from operations 1.00 (.09) 1.33 --------------------------------- LESS: DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income -0- (.03) -0- Distributions from net realized gain on investment transactions -0- (.09) -0- ----- ----- ----- Total dividends and distributions -0- (.12) -0- --------------------------------- Net asset value, end of period $12.12 $11.12 $11.33 TOTAL RETURN Total investment return based on net asset value(d) 8.99% (.87)% 13.30% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $178,807 $168,713 $56,538 Ratio to average net assets of: Expenses, net of waivers/reimbursements 2.10%(e) 2.10% 2.23%(e) Expenses, before waivers/reimbursements 2.56%(e) 2.53% 3.10%(e) Net investment income (loss)(c) (.16)%(e) .11% .60%(e) Portfolio turnover rate 14% 30% 15%
See footnote summary on page 24. _______________________________________________________________________________ 22 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Class C ------------------------------------- Six Months Year March 29, Ended Ended 2001(a) to May 31, 2003 November 30, November 30, (unaudited) 2002 2001 ----------- ----------- ----------- Net asset value, beginning of period $11.11 $11.31 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(b)(c) (.01) .01 .04 Net realized and unrealized gain (loss) on investment transactions 1.01 (.09) 1.27 ----- ----- ----- Net increase (decrease) in net asset value from operations 1.00 (.08) 1.31 --------------------------------- LESS: DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income -0- (.03) -0- Distributions from net realized gain on investment transactions -0- (.09) -0- ----- ----- ----- Total dividends and distributions -0- (.12) -0- --------------------------------- Net asset value, end of period $12.11 $11.11 $11.31 TOTAL RETURN Total investment return based on net asset value(d) 9.00% (.78)% 13.10% Ratios/Supplemental Data Net assets, end of period (000's omitted) $81,230 $70,467 $25,437 RATIO TO AVERAGE NET ASSETS OF: Expenses, net of waivers/reimbursements 2.10%(e) 2.10% 2.31%(e) Expenses, before waivers/reimbursements 2.53%(e) 2.51% 3.40%(e) Net investment income (loss)(c) (.16)%(e) .11% .50%(e) Portfolio turnover rate 14% 30% 15%
See footnote summary on page 24. _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 23 Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Advisor Class ------------------------------------ Six Months Year March 29, Ended Ended 2001(a) to May 31, 2003 November 30, November 30, (unaudited) 2002 2001 ----------- ----------- ----------- Net asset value, beginning of period $11.23 $11.40 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income(b)(c) .04 .13 .12 Net realized and unrealized gain (loss) on investment transactions 1.01 (.10) 1.28 ----- ----- ----- Net increase in net asset value from operations 1.05 .03 1.40 --------------------------------- LESS: DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income (.10) (.11) -0- Distributions from net realized gain on investment transactions -0- (.09) -0- ----- ----- ----- Total dividends and distributions (.10) (.20) -0- --------------------------------- Net asset value, end of period $12.18 $11.23 $11.40 TOTAL RETURN Total investment return based on net asset value(d) 9.46% (.18)% 14.00% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $197,539 $151,308 $47,164 Ratio to average net assets of: Expenses, net of waivers/reimbursements 1.10%(e) 1.10% 1.12%(e) Expenses, before waivers/reimbursements 1.52%(e) 1.54% 2.01%(e) Net investment income(c) .83%(e) 1.10% 1.68%(e) Portfolio turnover rate 14% 30% 15%
(a) Commencement of operations. (b) Based on average shares outstanding. (c) Net of fees and 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 return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total investment return calculated for a period of less than one year is not annualized. (e) Annualized. _______________________________________________________________________________ 24 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND BOARD OF TRUSTEES 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 Joseph G. Paul, Senior 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 AllianceBernstein Investment Research and Management, Inc. 1345 Avenue of the Americas New York, NY 10105 Legal Counsel Ropes & Gray LLP One International Plaza Boston, MA 02110 Transfer Agent Alliance Global Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Accountants Ernst & Young LLP 5 Times Square New York, NY 10036 (1) Member of the Audit Committee. _______________________________________________________________________________ ALLIANCEBERNSTEIN SMALL CAP VALUE FUND o 25 ALLIANCEBERNSTEIN FAMILY OF FUNDS U.S. Growth Funds Growth Fund Health Care Fund Mid-Cap Growth Fund Premier Growth Fund Quasar Fund Technology Fund Value Funds Disciplined Value Fund Global Value Fund Growth & Income Fund International Value Fund Real Estate Investment Fund Small Cap Value Fund Utility Income Fund Value Fund Blended Style Series U.S. Large Cap Portfolio Global & International Stock Funds All-Asia Investment Fund Global Small Cap Fund Greater China '97 Fund International Premier Growth Fund New Europe Fund Worldwide Privatization Fund Select Investor Series Biotechnology Portfolio Premier Portfolio Technology Portfolio Taxable Bond Funds Americas Government Income Trust Corporate Bond Portfolio Emerging Market Debt Fund Global Strategic Income Trust High Yield Fund Multi-Market Strategy Trust Quality Bond Portfolio U.S. Government Portfolio Tax-Exempt Bond Funds National Intermediate Diversified Insured National Arizona California Intermediate California Insured California Florida Massachusetts Michigan Minnesota New Jersey New York Intermediate New York Ohio Pennsylvania Virginia Asset Allocation Funds Balanced Shares Conservative Investors Fund Growth Investors Fund Closed-End Funds All-Market Advantage Fund ACM Income Fund ACM Government Opportunity Fund ACM Managed Dollar Income Fund ACM Managed Income Fund ACM Municipal Securities Income Fund California Municipal Income Fund National Municipal Income Fund New York Municipal Income Fund The Spain Fund World Dollar Government Fund World Dollar Government Fund II AllianceBernstein also offers AllianceBernstein Exchange Reserves, which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds. To obtain a prospectus for any AllianceBernstein fund, call your investment professional, or call AllianceBernstein at (800) 227-4618 or visit our web site at www.alliancebernstein.com. _______________________________________________________________________________ 26 o ALLIANCEBERNSTEIN SMALL CAP VALUE FUND NOTES NOTES AllianceBernstein Small Cap Value Fund 1345 Avenue of the Americas New York, NY 10105 (800) 221-5672 AllianceBernstein [LOGO](SM) Investment Research and Management SM This service mark used under license from the owner, Alliance Capital Management L.P. ACBVISCVSR0503 ITEM 2. CODE OF ETHICS. Not applicable when filing a Semi-Annual report to shareholders. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable when filing a Semi-Annual report to shareholders. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable when filing a Semi-Annual report to shareholders. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to the registrant. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the registrant. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 10. EXHIBITS. The following exhibits are attached to this Form N-CSR: Exhibit No. DESCRIPTION OF EXHIBIT 10 (b) (1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 10 (b) (2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 10 (c) Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): AllianceBernstein Trust By: /s/John D. Carifa --------------------------------- John D. Carifa President Date: July 29, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/John D. Carifa --------------------------------- John D. Carifa President Date: July 29, 2003 By: /s/Mark D. Gersten ------------------------------- Mark D. Gersten Treasurer and Chief Financial Officer Date: July 29, 2003 EX-99.CERT 3 edg9202_ex10b.txt Exhibit 10(b)(1) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, John D. Carifa, Chairman and President of AllianceBernstein Trust, certify that: 1. I have reviewed this report on Form N-CSR of AllianceBernstein Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: July 29, 2003 /s/John D. Carifa ------------------------ John D. Carifa Chairman and President Exhibit 10(b)(2) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Mark D. Gersten, Treasurer and Chief Financial Officer of AllianceBernstein Trust, certify that: I have reviewed this report on Form N-CSR of AllianceBernstein Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: July 29, 2003 /s/Mark D. Gersten Mark D. Gersten --------------------------- Treasurer and Chief Financial Officer EX-99.906 CERT 4 edg9202_ex10c.txt Exhibit 10(c) CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT Pursuant to 18 U.S.C. 1350, each of the undersigned, being the Principal Executive Officer and Principal Financial Officer of AllianceBernstein Trust (the "Registrant"), hereby certifies that the Registrant's report on Form N-CSR for the period ended May 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: July 29, 2003 By: /s/John D. Carifa --------------------------------- John D. Carifa Chairman and President By: /s/Mark D. Gersten ---------------------------------- Mark D. Gersten Treasurer and Chief Financial Officer This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----