N-CSRS 1 edg10102_sr.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) Mark R. Manley 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, 2004 Date of reporting period: May 31, 2004 ITEM 1. REPORTS TO STOCKHOLDERS. [LOGO] AllianceBernstein(SM) Investment Research and Management AllianceBernstein Value Fund Large-Cap Value Semi-Annual Report--May 31, 2004 Investment Products Offered ==================================== o Are Not FDIC Insured o May Lose Value o Are Not Bank Guaranteed ==================================== The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/ Products & Services/ Mutual Funds). This shareholder report must be preceded or accompanied by the Fund's prospectus for individuals who are not current shareholders of the Fund. You may obtain a description of the Fund's proxy voting policies and procedures, without charge, upon request by visiting Alliance Capital's web site at www.alliancebernstein.com (click on Investors, then the "proxy voting policies and procedures" link on the left side of the page), or by going to the Securities and Exchange Commission's web site at www.sec.gov, or by calling Alliance Capital at (800) 227-4618. AllianceBernstein Investment Research and Management, Inc., is an affiliate of Alliance Capital Management L.P., the manager of the funds, and is a member of the NASD. July 13, 2004 Semi-Annual Report This report provides management's discussion of fund performance for AllianceBernstein Value Fund (the "Fund") for the semi-annual reporting period ended May 31, 2004. Investment Objective and Policies This open-end fund seeks long-term growth of capital by investing primarily in a diversified portfolio of equity securities of companies with relatively large market capitalizations that Alliance believes are undervalued. The Fund's policies emphasize investment in companies that are determined by Alliance to be undervalued, using the fundamental value approach of Alliance's Bernstein unit ("Bernstein"). In selecting securities for the Fund's portfolio, Bernstein uses its fundamental research to identify companies whose long-term earnings power and dividend paying capability are not reflected in the current market price of their securities. Investment Results The following table provides performance for the Fund and its benchmark, the Russell 1000 Value Index, for the six- and 12-month periods ended May 31, 2004. INVESTMENT RESULTS* Periods Ended May 31, 2004 -------------------------------- Returns -------------------------------- 6 Months 12 Months -------------------------------------------------------------------------------- AllianceBernstein Value Fund Class A 6.96% 19.14% -------------------------------------------------------------------------------- Class B 6.55% 18.19% -------------------------------------------------------------------------------- Class C 6.64% 18.29% -------------------------------------------------------------------------------- Russell 1000 Value Index 7.80% 19.82% -------------------------------------------------------------------------------- * 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, 2004. Performance assumes reinvestment of distributions and does not account for taxes. 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 and Class R shares will vary due to different expenses associated with these classes. Past performance is no guarantee of future results. The unmanaged Russell 1000 Value Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Index contains those securities in the Russell 1000 Index with a less-than-average growth orientation. The Russell 1000 Index is comprised of 1000 of the largest capitalized companies that are traded in the United States. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including AllianceBernstein Value Fund. Additional investment results appear on pages 4-6. During the six- and 12-month periods ended May 31, 2004, the Fund's Class A shares gained 6.96% and 19.14%, respectively, slightly underperforming its benchmark, the Russell 1000 Value Index, which returned 7.80% and 19.82% during the same periods, respectively. The Fund underperformed the benchmark over the six-month reporting period ended May 31, 2004 primarily due to security selection in the consumer growth and financial sectors. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 1 Overall stock selection was positive relative to the benchmark, particularly within the utilities, capital equipment and energy sectors. Market Review and Investment Strategy After a powerful rally in 2003, the market started strongly in 2004 but started to pull back in late January 2004. The broad equity market, as measured by the Standard & Poor's 500 Stock Index, has only gained 1.5% from the start of the year through May 31, 2004. Market leadership by the stocks that led last year also broke down. Although small-capitalization stocks continued to outperform, albeit to a much smaller degree, cyclical and high-beta stocks lagged. More defensive sectors, including consumer staples, energy and utilities, took the lead in the relatively flat market. Valuation spreads remained narrow, and we continued to reduce active risk in the Fund's investment portfolio. The market shift primarily reflected investor concern about a possible slowdown in economic growth and its implications for corporate earnings. Additionally, renewed worries over terrorist attacks, and their poten tially negative impact on consumer and business confidence, also took a toll. Strong U.S. productivity gains and the weak U.S. dollar continue to bolster corporate earnings. Earnings revisions also remain positive. While the U.S. equity market remains somewhat expensive versus its own history, earnings quality has improved significantly. Economic and corporate fundamentals should continue to support current equity market valuations. Equities look particularly attractive versus bonds, which face risk due to a rise in interest rates from extremely low levels. Although market anxiety has increased so far in 2004, there are no major industrial or economic stresses creating big value themes. In our view, no sector offers enough opportunity to justify a very large commitment, as had been the case during the peak of the market bubble when the Fund was rewarded for its relative overweight in the industrial resources sector. Thus, the value opportunity remains lower than average, and we continue to take less sector risk than usual. -------------------------------------------------------------------------------- 2 o ALLIANCEBERNSTEIN VALUE FUND PORTFOLIO SUMMARY May 31, 2004 (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): $866.2 SECTOR BREAKDOWN* 35.1% Financial 11.5% Energy 9.0% Utilities 7.7% Consumer Cyclicals 7.6% Technology [PIE GRAPH OMITTED] 6.4% Capital Equipment 6.1% Consumer Growth 5.8% Consumer Staples 4.6% Industrial Commodities 1.6% Services 0.8% Non-Financial 3.8% Short-Term * The Fund's sector breakdown is expressed as a percentage of total investments and may vary over time. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 3 INVESTMENT RESULTS CLASS A SHARE AVERAGE ANNUAL RETURNS AS OF MAY 31, 2004 -------------------------------------------------------------------------------- NAV Returns SEC Returns 1 Year 19.14% 14.04% Since Inception* 5.53% 4.11% CLASS A SHARE SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT QUARTER-END (JUNE 30, 2004) -------------------------------------------------------------------------------- SEC Returns 1 Year 15.98% Since Inception* 4.79% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class A shares and are annualized for periods longer than one year. All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund's quoted performance would be lower. SEC returns reflect the 4.25% maximum front-end sales charge for Class A shares. Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be value stocks are able to turn their business around or successfully employ corrective strategies which would result in stock prices that do not rise as initially expected. Because the Fund can invest in foreign securities, it includes risks not associated with funds that invest primarily in U.S. issues, including magnified fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. To the extent that the Fund invests a substantial amount of its assets in a particular country, an investment in the Fund has the risk that market changes or other factors affecting that country may have a more significant effect on the Fund's net asset value. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 3/29/01. -------------------------------------------------------------------------------- 4 o ALLIANCEBERNSTEIN VALUE FUND INVESTMENT RESULTS CLASS B SHARE AVERAGE ANNUAL RETURNS AS OF MAY 31, 2004 -------------------------------------------------------------------------------- NAV Returns SEC Returns 1 Year 18.19% 14.19% Since Inception* 4.78% 4.49% CLASS B SHARE SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT QUARTER-END (JUNE 30, 2004) -------------------------------------------------------------------------------- SEC Returns 1 Year 16.30% Since Inception* 5.18% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class B shares and are annualized for periods longer than one year. All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund's quoted performance would be lower. SEC returns reflect the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4). Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be value stocks are able to turn their business around or successfully employ corrective strategies which would result in stock prices that do not rise as initially expected. Because the Fund can invest in foreign securities, it includes risks not associated with funds that invest primarily in U.S. issues, including magnified fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. To the extent that the Fund invests a substantial amount of its assets in a particular country, an investment in the Fund has the risk that market changes or other factors affecting that country may have a more significant effect on the Fund's net asset value. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 3/29/01. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 5 INVESTMENT RESULTS CLASS C SHARE AVERAGE ANNUAL RETURNS AS OF MAY 31, 2004 -------------------------------------------------------------------------------- NAV Returns SEC Returns 1 Year 18.29% 17.29% Since Inception* 4.81% 4.81% CLASS C SHARE SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT QUARTER-END (JUNE 30, 2004) -------------------------------------------------------------------------------- SEC Returns 1 Year 19.30% Since Inception* 5.46% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class C shares and are annualized for periods longer than one year. All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund's quoted performance would be lower. SEC returns reflect the applicable contingent deferred sales charge for Class C shares (1% year 1). Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be value stocks are able to turn their business around or successfully employ corrective strategies which would result in stock prices that do not rise as initially expected. Because the Fund can invest in foreign securities, it includes risks not associated with funds that invest primarily in U.S. issues, including magnified fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. To the extent that the Fund invests a substantial amount of its assets in a particular country, an investment in the Fund has the risk that market changes or other factors affecting that country may have a more significant effect on the Fund's net asset value. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 3/29/01. -------------------------------------------------------------------------------- 6 o ALLIANCEBERNSTEIN VALUE FUND TEN LARGEST HOLDINGS May 31, 2004 (unaudited) Percent of Company Value Net Assets -------------------------------------------------------------------------------- Citigroup, Inc. $ 38,866,553 4.5% -------------------------------------------------------------------------------- Exxon Mobil Corp. 37,411,250 4.3 -------------------------------------------------------------------------------- Bank of America Corp. 34,622,647 4.0 -------------------------------------------------------------------------------- ChevronTexaco Corp. 19,834,664 2.3 -------------------------------------------------------------------------------- J. P. Morgan Chase & Co. 15,668,052 1.8 -------------------------------------------------------------------------------- Altria Group, Inc. 15,633,423 1.8 -------------------------------------------------------------------------------- Hewlett-Packard Co. 14,349,744 1.7 -------------------------------------------------------------------------------- Wachovia Corp. 13,133,822 1.5 -------------------------------------------------------------------------------- ConocoPhillips 12,049,586 1.4 -------------------------------------------------------------------------------- Sprint Corp. 11,956,032 1.4 -------------------------------------------------------------------------------- $213,525,773 24.7% -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 7 PORTFOLIO OF INVESTMENTS May 31, 2004 (unaudited) Company Shares Value -------------------------------------------------------------------------------- COMMON STOCKS-96.6% Financial-35.2% Banks-NYC-6.3% Citigroup, Inc. ................................ 837,100 $ 38,866,553 J. P. Morgan Chase & Co. ....................... 425,300 15,668,052 ------------ 54,534,605 ------------ Finance-Personal Loans-0.5% Capital One Financial Corp. .................... 12,900 903,774 Countrywide Credit Industries, Inc. ............ 55,599 3,586,136 ------------ 4,489,910 ------------ Life Insurance-2.1% Jefferson-Pilot Corp. .......................... 98,400 5,050,872 Manulife Financial Corp. (Canada) .............. 161,793 6,280,804 MetLife, Inc. .................................. 159,100 5,656,005 Torchmark Corp. ................................ 23,900 1,295,141 ------------ 18,282,822 ------------ Major Regional Banks-12.3% Bank of America Corp. .......................... 416,488 34,622,647 Bank One Corp. ................................. 190,800 9,244,260 Comerica, Inc. ................................. 106,700 6,040,287 KeyCorp ........................................ 177,000 5,559,570 National City Corp. ............................ 214,200 7,601,958 PNC Financial Services Group ................... 109,100 6,023,411 SunTrust Banks, Inc. ........................... 100,000 6,508,000 U.S. Bancorp ................................... 360,500 10,130,050 Wachovia Corp. ................................. 278,200 13,133,822 Wells Fargo & Co. .............................. 125,800 7,397,040 ------------ 106,261,045 ------------ Multi-Line Insurance-2.3% American International Group, Inc. ............. 105,353 7,722,375 Humana, Inc.(a) ................................ 102,600 1,751,382 Oxford Health Plans, Inc. ...................... 64,300 3,650,311 The Hartford Financial Services Group, Inc. .... 102,400 6,770,688 ------------ 19,894,756 ------------ Property/Casualty Insurance-3.3% ACE, Ltd. (Bermuda) ............................ 46,500 1,914,870 Allstate Corp. ................................. 198,000 8,708,040 Chubb Corp. .................................... 78,900 5,315,493 PartnerRe, Ltd. ................................ 24,500 1,369,060 RenaissanceRe Holdings, Ltd. ................... 31,800 1,680,630 The St. Paul Companies, Inc. ................... 186,485 7,399,725 XL Capital, Ltd. Cl.A .......................... 26,400 1,970,760 ------------ 28,358,578 ------------ -------------------------------------------------------------------------------- 8 o ALLIANCEBERNSTEIN VALUE FUND Company Shares Value -------------------------------------------------------------------------------- Savings & Loan-3.7% Astoria Financial Corp. .................... 109,200 $ 4,179,084 Federal Home Loan Mortgage Corp. ........... 160,400 9,365,756 Federal National Mortgage Assn ............. 62,500 4,231,250 Golden West Financial Corp. ................ 35,700 3,883,089 Washington Mutual, Inc. .................... 244,650 10,686,312 ------------ 32,345,491 ------------ Miscellaneous-4.7% Bear Stearns Companies, Inc. ............... 21,500 1,742,790 Goldman Sachs Group, Inc. .................. 82,900 7,785,139 Lehman Brothers Holdings, Inc. ............. 93,300 7,058,145 MBIA, Inc. ................................. 45,800 2,536,862 Merrill Lynch & Co., Inc. .................. 144,400 8,201,920 MGIC Investment Corp. ...................... 81,200 5,927,600 Morgan Stanley ............................. 144,700 7,742,897 ------------ 40,995,353 ------------ 305,162,560 ------------ Energy-11.5% Gas Pipelines-0.6% El Paso Corp. .............................. 601,100 4,333,931 The Williams Companies, Inc. ............... 81,500 970,665 ------------ 5,304,596 ------------ Oils-Integrated Domestic-3.9% Ashland, Inc. .............................. 81,600 3,847,440 ConocoPhillips ............................. 164,320 12,049,586 Marathon Oil Corp. ......................... 163,100 5,437,754 Occidental Petroleum Corp. ................. 144,300 6,378,060 Valero Energy Corp. ........................ 87,600 5,791,236 ------------ 33,504,076 ------------ Oils-Integrated International-7.0% BP Plc (ADR)(United Kingdom) ............... 69,600 3,688,800 ChevronTexaco Corp. ........................ 219,410 19,834,664 Exxon Mobil Corp. .......................... 865,000 37,411,250 ------------ 60,934,714 ------------ 99,743,386 ------------ -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 9 Company Shares Value -------------------------------------------------------------------------------- Utilities-9.0% Electric Companies-5.1% Alliant Energy Corp. ............................... 104,100 $ 2,600,418 American Electric Power Co., Inc. .................. 180,700 5,740,839 CMS Energy Corp.(a) ................................ 228,200 1,967,084 Constellation Energy Group, Inc. ................... 106,550 4,074,472 Edison International ............................... 32,100 774,894 Entergy Corp. ...................................... 94,600 5,166,106 Exelon Corp. ....................................... 79,600 2,650,680 FirstEnergy Corp. .................................. 148,400 5,787,600 Northeast Utilities ................................ 188,675 3,603,692 PG&E Corp.(a) ...................................... 61,900 1,764,150 PPL Corp. .......................................... 99,725 4,303,134 Sempra Energy ...................................... 128,600 4,291,382 Wisconsin Energy Corp. ............................. 10,500 334,005 Xcel Energy, Inc. .................................. 88,300 1,500,217 ----------- 44,558,673 ----------- Telephone-3.9% BellSouth Corp. .................................... 130,200 3,249,792 Qwest Communications International, Inc.(a) ........ 528,800 1,983,000 SBC Communications, Inc. ........................... 343,900 8,150,430 Sprint Corp. ....................................... 673,200 11,956,032 Verizon Communications, Inc. ....................... 235,000 8,126,300 ----------- 33,465,554 ----------- 78,024,227 ------------ Consumer Cyclicals-7.7% Apparel Manufacturing-1.0% Jones Apparel Group, Inc. .......................... 138,800 5,339,636 V. F. Corp. ........................................ 70,000 3,288,600 ----------- 8,628,236 ----------- Autos & Auto Parts-3.2% American Axle & Manufacturing Holdings, Inc.(a) .... 72,200 2,523,390 Autoliv, Inc. ...................................... 111,900 4,627,065 BorgWarner, Inc. ................................... 60,400 2,502,976 Dana Corp. ......................................... 120,500 2,247,325 Delphi Corp. ....................................... 100,200 1,021,038 General Motors Corp. ............................... 156,800 7,117,152 Lear Corp. ......................................... 68,200 4,039,486 Magna International, Inc. Cl.A ..................... 49,000 3,929,800 ----------- 28,008,232 ----------- Home Furnishings-0.5% Mohawk Industries, Inc.(a) ......................... 55,500 4,120,320 ----------- Household-Appliances/Durables-0.5% Whirlpool Corp. .................................... 58,800 3,911,964 ----------- -------------------------------------------------------------------------------- 10 o ALLIANCEBERNSTEIN VALUE FUND Company Shares Value -------------------------------------------------------------------------------- Retailers-2.3% AutoNation, Inc.(a) .............................. 54,300 $ 905,181 Federated Department Stores, Inc. ................ 117,500 5,605,925 May Department Stores Co. ........................ 173,400 4,969,644 Nordstrom, Inc. .................................. 24,100 977,255 Office Depot, Inc.(a) ............................ 275,200 4,496,768 Sears, Roebuck & Co. ............................. 36,700 1,394,600 The Home Depot, Inc. ............................. 43,900 1,576,888 ----------- 19,926,261 ----------- Tires & Rubber Goods-0.2% Cooper Tire & Rubber Co. ......................... 101,200 2,134,308 ----------- 66,729,321 ----------- Technology-7.7% Communication-Equip. Mfrs.-2.1% ADC Telecommunications, Inc.(a) .................. 918,100 2,331,974 Corning, Inc.(a) ................................. 700,000 8,673,000 Nortel Networks Corp.(a) ......................... 932,100 3,569,943 Tellabs, Inc.(a) ................................. 433,400 3,441,196 ----------- 18,016,113 ----------- Computers-2.4% Hewlett-Packard Co. .............................. 675,600 14,349,744 International Business Machines Corp. ............ 68,200 6,041,838 Quantum Corp.(a) ................................. 125,000 368,750 ----------- 20,760,332 ----------- Computer/Instrumentation-0.6% Flextronics International, Ltd. (Singapore)(a) ... 286,500 5,030,940 ----------- Computer Services/Software-0.4% Electronic Data Systems Corp. .................... 230,500 3,768,675 ----------- Miscellaneous Industrial Technology-1.7% Arrow Electronics, Inc.(a) ....................... 31,625 861,149 Avnet, Inc.(a) ................................... 95,650 2,238,210 Ingram Micro, Inc. Cl.A(a) ....................... 164,000 2,369,800 Sanmina-SCI Corp.(a) ............................. 260,600 2,757,148 Solectron Corp.(a) ............................... 766,187 4,214,028 Tech Data Corp.(a) ............................... 62,600 2,512,764 ----------- 14,953,099 ----------- SemiConductors-0.5% Vishay Intertechnology, Inc.(a) .................. 208,800 3,940,056 ----------- 66,469,215 ----------- Capital Equipment-6.5% Aerospace & Defense-1.4% General Dynamics Corp. ........................... 28,700 2,744,581 Goodrich Corp. ................................... 157,900 4,425,937 The Boeing Co. ................................... 113,000 5,175,400 ----------- 12,345,918 ----------- -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 11 Company Shares Value -------------------------------------------------------------------------------- Auto & Truck Parts-1.2% Eaton Corp. ...................................... 102,000 $ 5,951,700 PACCAR, Inc. ..................................... 84,500 4,715,100 ----------- 10,666,800 ----------- Electrical Equipment-1.8% Cooper Industries, Ltd. Cl.A ..................... 67,600 3,846,440 Honeywell International, Inc. .................... 256,400 8,640,680 Hubbell, Inc. Cl.B ............................... 57,000 2,554,740 ----------- 15,041,860 ----------- Machiney-Agricultural-0.5% Caterpillar, Inc. ................................ 50,000 3,767,500 ----------- Miscellaneous Capital Goods-1.6% Parker-Hannifin Corp. ............................ 49,600 2,755,776 Textron, Inc. .................................... 107,100 5,853,015 Tyco International, Ltd. (Bermuda) ............... 176,500 5,434,435 ----------- 14,043,226 ----------- 55,865,304 ------------ Consumer Growth-6.2% Drugs-2.3% Bristol-Myers Squibb Co. ......................... 153,400 3,876,418 GlaxoSmithKline Plc (ADR)(United Kingdom) ........ 111,000 4,711,950 Merck & Co., Inc. ................................ 232,700 11,006,710 Wyeth ............................................ 6,600 237,600 ----------- 19,832,678 ----------- Entertainment-1.3% Time Warner, Inc.(a) ............................. 506,400 8,629,056 Viacom, Inc. Cl.B ................................ 42,700 1,575,203 Walt Disney Co. .................................. 52,000 1,220,440 ----------- 11,424,699 ----------- Hospital Supplies-0.4% Guidant Corp. .................................... 53,400 2,901,756 ----------- Publishing-0.6% R. R. Donnelly & Sons Co. ........................ 180,000 5,446,800 ----------- Radio-TV Broadcasting-1.3% Comcast Corp. Cl.A(a) ............................ 389,015 11,261,984 ----------- Miscellaneous Consumer Growth-0.3% Cendant Corp. .................................... 113,100 2,594,514 ----------- 53,462,431 ----------- Consumer Staples-5.8% Foods-0.7% Tyson Foods, Inc. Cl.A ........................... 297,500 6,104,700 ----------- -------------------------------------------------------------------------------- 12 o ALLIANCEBERNSTEIN VALUE FUND Company Shares Value -------------------------------------------------------------------------------- Restaurants-1.2% Darden Restaurants, Inc. ................... 36,700 $ 825,750 McDonald's Corp. ........................... 356,600 9,414,240 ----------- 10,239,990 ----------- Retail-Food-0.6% Safeway, Inc.(a) ........................... 176,500 3,981,840 SUPERVALU, Inc. ............................ 35,600 1,104,312 The Kroger Co.(a) .......................... 14,500 242,005 ----------- 5,328,157 ----------- Soaps & Household Chemicals-0.7% Procter & Gamble Co. ....................... 32,000 3,450,240 Unilever NV (Netherlands) .................. 40,200 2,651,994 ----------- 6,102,234 ----------- Sugar Refiners-0.2% Archer-Daniels-Midland Co. ................. 95,375 1,586,086 ----------- Tobacco-2.4% Altria Group, Inc. ......................... 325,900 15,633,423 UST, Inc. .................................. 149,800 5,596,528 ----------- 21,229,951 ----------- 50,591,118 ------------ Industrial Commodities-4.6% Aluminum-0.9% Alcan, Inc. (Canada) ....................... 92,100 3,680,316 Alcoa, Inc. ................................ 145,450 4,552,585 ----------- 8,232,901 ----------- Chemicals-0.9% Dow Chemical Co. ........................... 23,400 933,660 E. I. du Pont de Nemours & Co. ............. 41,200 1,779,840 Eastman Chemical Co. ....................... 105,300 4,879,602 ----------- 7,593,102 ----------- Containers-0.0% Owens-Illinois, Inc.(a) .................... 19,300 286,219 ----------- Fertilizers-0.2% Monsanto Co. ............................... 38,600 1,331,700 ----------- Paper-1.9% Boise Cascade Corp. ........................ 136,400 4,794,460 Georgia-Pacific Corp. ...................... 190,300 6,816,546 Temple-Inland, Inc. ........................ 74,500 4,866,340 ----------- 16,477,346 ----------- Steel-0.7% United States Steel Corp. .................. 124,700 3,785,892 Worthington Industries, Inc. ............... 108,750 2,081,475 ----------- 5,867,367 ----------- 39,788,635 ------------ -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 13 Shares or Principal Amount (000) Value -------------------------------------------------------------------------------- Services-1.6% Railroads-1.6% Burlington Northern Santa Fe Corp. ........ 152,425 $ 5,020,880 CSX Corp. ................................. 127,000 4,013,200 Norfolk Southern Corp. .................... 185,000 4,482,550 ------------- 13,516,630 ------------- Non-Financial-0.8% Building Materials-Cement-0.8% Martin Marietta Materials, Inc. ........... 64,175 2,748,615 Vulcan Materials Co. ...................... 97,100 4,346,196 ------------- 7,094,811 ------------- Total Common Stocks (cost $713,512,529) .................... 836,447,638 ------------- SHORT-TERM INVESTMENT-3.8% Time Deposit-3.8% State Street Euro Dollar 0.50%, 6/01/04 (cost $33,305,000) ..................... $ 33,305 33,305,000 ------------- Total Investments-100.4% (cost $746,817,529) .................... 869,752,638 Other assets less liabilities-(0.4%) ...... (3,553,882) ------------- Net Assets-100% ........................... $ 866,198,756 ============= (a) Non-income producing security. Glossary: ADR-American Depositary Receipt. See notes to financial statements. -------------------------------------------------------------------------------- 14 o ALLIANCEBERNSTEIN VALUE FUND STATEMENT OF ASSETS & LIABILITIES May 31, 2004 (unaudited) Assets Investments in securities, at value (cost $746,817,529).................................. $ 869,752,638 Cash.................................................... 707 Dividends and interest receivable....................... 1,882,656 Receivable for investment securities sold............... 1,311,216 Receivable for shares of beneficial interest sold....... 703,352 --------------- Total assets............................................ 873,650,569 --------------- Liabilities Payable for investment securities purchased............. 5,849,600 Payable for shares of beneficial interest redeemed...... 754,034 Advisory fee payable.................................... 395,785 Distribution fee payable................................ 256,871 Accrued expenses and other liabilities.................. 195,523 --------------- Total liabilities....................................... 7,451,813 --------------- Net Assets.............................................. $ 866,198,756 --------------- Composition of Net Assets Paid-in capital......................................... 737,840,715 Undistributed net investment income..................... 3,352,647 Accumulated net realized gain on investment and foreign currency transactions................................ 2,069,829 Net unrealized appreciation of investments and foreign currency denominated assets and liabilities.......... 122,935,565 --------------- $ 866,198,756 =============== Calculation of Maximum Offering Price Class A Shares Net asset value and redemption price per share ($151,951,427 / 13,077,233 shares of beneficial interest issued and outstanding)..................... $11.62 Sales charge--4.25% of public offering price............ .52 ====== Maximum offering price.................................. $12.14 ====== Class B Shares Net asset value and offering price per share ($175,052,277 / 15,165,306 shares of beneficial interest issued and outstanding).............................. $11.54 ====== Class C Shares Net asset value and offering price per share ($86,680,603 / 7,507,852 shares of beneficial interest issued and outstanding).............................. $11.55 ====== Class R Shares Net asset value, redemption and offering price per share ($13,089 / 1,125.649 shares of beneficial interest issued and outstanding).............................. $11.63 ====== Advisor Class Shares Net asset value, redemption and offering price per share ($452,501,360 / 38,790,162 shares of beneficial interest issued and outstanding).............................. $11.67 ====== See notes to financial statements. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 15 STATEMENT OF OPERATIONS Six Months Ended May 31, 2004 (unaudited) Investment Income Dividends (net of foreign taxes withheld of $24,809)......................... $ 9,269,566 Interest............................... 84,321 $ 9,353,887 --------------- Expenses Advisory fee........................... 3,156,592 Distribution fee--Class A.............. 222,457 Distribution fee--Class B.............. 901,729 Distribution fee--Class C.............. 435,036 Distribution fee--Class R.............. 33 Transfer agency........................ 955,076 Custodian.............................. 109,856 Printing............................... 73,039 Registration fees...................... 47,278 Administrative......................... 41,875 Audit and legal........................ 39,561 Trustees' fees and expenses............ 9,837 Miscellaneous.......................... 17,518 --------------- Total expenses......................... 6,009,887 Less: expenses waived and reimbursed by the Adviser and the Transfer Agent (see Note B)........................... (785,522) Less: expense offset arrangement (see Note B)........................ (42) --------------- Net expenses........................... 5,224,323 -------------- Net investment income.................. 4,129,564 -------------- Realized and Unrealized Gain (Loss) on Investment Transactions and Foreign Currency Transactions Net realized gain (loss) on: Investment transactions............. 19,653,241 Foreign currency transactions....... (8) Net change in unrealized appreciation/depreciation of: Investments......................... 28,968,944 Foreign currency denominated assets and liabilities...................... 456 -------------- Net gain on investment and foreign currency transactions........................ 48,622,633 -------------- Net Increase in Net Assets from Operations........................ $ 52,752,197 ============== See notes to financial statements. -------------------------------------------------------------------------------- 16 o ALLIANCEBERNSTEIN VALUE FUND STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Year Ended May 31, 2004 November 30, (unaudited) 2003 --------------- --------------- Increase (Decrease) in Net Assets from Operations Net investment income.................. $ 4,129,564 $ 6,253,028 Net realized gain (loss) on investment and foreign currency transactions...... 19,653,233 (6,690,252) Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities..... 28,969,400 108,326,725 --------------- --------------- Net increase in net assets from operations.......................... 52,752,197 107,889,501 Dividends to Shareholders From Net investment income Class A............................. (1,236,072) (683,689) Class B............................. (475,727) (160,652) Class C............................. (226,432) (68,503) Class R............................. (69) -0- Advisor Class....................... (4,432,288) (2,251,220) Transactions in Shares of Beneficial Interest Net increase........................... 55,846,716 123,452,364 --------------- --------------- Total increase......................... 102,228,325 228,177,801 Net Assets Beginning of period.................... 763,970,431 535,792,630 --------------- --------------- End of period (including undistributed net investment income of $3,352,647 and $5,593,671, respectively)....... $ 866,198,756 $ 763,970,431 =============== =============== See notes to financial statements. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 17 NOTES TO FINANCIAL STATEMENTS May 31, 2004 (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 Value Fund (the "Fund"). The Fund offers Class A, Class B, Class C, Class R 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. Class R shares are sold without an initial or contingent deferred sales charge and are offered to certain group retirement plans. 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 five 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 Alliance Capital Management, L.P. (the "Adviser"), subject to the Board's continuing oversight, certain responsibilities with respect to the implementation of the Pricing Policies. Pursuant to the Pricing Policies, securities for which market -------------------------------------------------------------------------------- 18 o ALLIANCEBERNSTEIN VALUE FUND 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. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 19 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 policy of the Fund 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 trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Fund accretes discounts as adjustments 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, Class R and Advisor Class shares. Advisor Class shares have no distribution fees. Expenses of the Trust are charged to each Fund in proportion to net assets. 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. -------------------------------------------------------------------------------- 20 o ALLIANCEBERNSTEIN VALUE FUND NOTE B Advisory Fee and Other Transactions with Affiliates Under the terms of an investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .75% 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 bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 2.50%, 3.20%, 3.20% and 2.20% of the daily average net assets of Class A, Class B, Class C and Advisor Class shares, respectively. Effective November 3, 2003, 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 2.70% of the daily average net assets of Class R shares. For the six months ended May 31, 2004, there were no expenses waived or reimbursed by the Adviser. Effective January 1, 2004, the Adviser began waiving a portion of its advisory fee so as to charge the Fund at the reduced annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the average daily net assets of the Fund. Through May 31, 2004, such waiver amounted to $709,350. The amount of the fee waiver may increase or decrease as a result of a final, definitive agreement with the New York Attorney General's Office ("NYAG"). For a more complete discussion of the Adviser's settlement with the NYAG, please see "Legal Proceedings" below. Pursuant to the Advisory agreement, the Adviser provides certain legal and accounting services for the Fund. For the six months ended May 31, 2004, such fees amounted to $41,875. 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 $688,560 for the six months ended May 31, 2004. During the period, AGIS voluntarily agreed to waive a portion of its fees for such services. Such waiver amounted to $76,172. For the six months ended May 31, 2004, the Fund's expenses were reduced by $42 under an expense offset arrangement with AGIS. AllianceBernstein Investment Research and Management, 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 retained front-end sales charges of $9,797 from the sale of Class A shares and received $2,561, $184,651 and $5,044 in contingent deferred sales charges imposed -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 21 upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended May 31, 2004. Brokerage commissions paid on investment transactions for the six months ended May 31, 2004, amounted to $447,306, of which $226,757 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 1% of the 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 and .50 of 1% of the average daily net assets attributable to Class R 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 $1,939,889 and $599,462 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 and Class R 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, 2004, were as follows: Purchases Sales --------------- --------------- Investment securities (excluding U.S. government securities)............... $ 174,922,512 $ 114,647,053 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 (excluding foreign currency transac-tions) are as follows: Gross unrealized appreciation........................... $ 136,173,815 Gross unrealized depreciation........................... (13,238,706) --------------- Net unrealized appreciation............................. $ 122,935,109 --------------- -------------------------------------------------------------------------------- 22 o ALLIANCEBERNSTEIN VALUE FUND NOTE E Shares of Beneficial Interest There is an unlimited number of shares of beneficial interest authorized, without par value, divided into five classes, designated Class A, Class B, Class C, Advisor Class and Class R shares. Transactions in shares of beneficial interest were as follows: ================================ ================================= Shares Amount ================================ ================================= Six Months Ended Year Ended Six Months Ended Year Ended May 31, 2004 November 30, May 31, 2004 November 30, (unaudited) 2003 (unaudited) 2003 ------------------------------------------------------------------ Class A Shares sold 2,115,974 5,446,729 $ 24,760,938 $ 52,353,733 -------------------------------------------------------------------------------- Shares issued in reinvestment of dividends 94,016 63,586 1,060,501 579,905 -------------------------------------------------------------------------------- Shares converted from Class B 275,614 248,829 3,230,735 2,470,234 -------------------------------------------------------------------------------- Shares redeemed (1,906,886) (3,355,205) (22,235,644) (32,398,246) -------------------------------------------------------------------------------- Net increase 578,718 2,403,939 $ 6,816,530 $ 23,005,626 ================================================================================ Class B Shares sold 1,194,991 4,697,184 $ 13,855,257 $ 43,954,755 -------------------------------------------------------------------------------- Shares issued in reinvestment of dividends 29,253 11,535 328,891 104,970 -------------------------------------------------------------------------------- Shares converted to Class A (277,161) (252,899) (3,230,735) (2,470,234) -------------------------------------------------------------------------------- Shares redeemed (1,833,901) (4,065,562) (21,207,714) (38,830,483) -------------------------------------------------------------------------------- Net increase (decrease) (886,818) 390,258 $ (10,254,301) $ 2,759,008 ================================================================================ Class C Shares sold 830,519 2,876,068 $ 9,579,448 $ 27,170,396 -------------------------------------------------------------------------------- Shares issued in reinvestment of dividends 12,664 4,435 142,344 40,310 -------------------------------------------------------------------------------- Shares redeemed (881,382) (1,896,948) (10,164,737) (18,259,532) -------------------------------------------------------------------------------- Net increase (decrease) (38,199) 983,555 $ (442,945) $ 8,951,174 ================================================================================ -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 23 ================================ ================================= Shares Amount ================================ ================================= Six Months Ended Year Ended Six Months Ended Year Ended May 31, 2004 November 30, May 31, 2004 November 30, (unaudited) 2003 (unaudited) 2003 ------------------------------------------------------------------ Advisor Class Shares sold 5,967,934 10,503,293 $ 69,902,351 $ 101,612,639 -------------------------------------------------------------------------------- Shares issued in reinvestment of dividends 384,502 240,190 4,348,690 2,195,338 -------------------------------------------------------------------------------- Shares redeemed (1,242,673) (1,558,471) (14,526,457) (15,081,421) -------------------------------------------------------------------------------- Net increase 5,109,763 9,185,012 $ 59,724,584 $ 88,726,556 ================================================================================ November 3, November 3, 2003(a) 2003(a) Six Months Ended to Six Months Ended to May 31, 2004 November 30, May 31, 2004 November 30, (unaudited) 2003 (unaudited) 2003 ------------------------------------------------------------------ Class R Shares sold 1,125 917 $ 13,242 $ 10,000 -------------------------------------------------------------------------------- Shares redeemed (916) -0- (10,394) -0- -------------------------------------------------------------------------------- Net increase 209 917 $ 2,848 $ 10,000 ================================================================================ (a) Commencement of distributions. NOTE F Risk Involved in Investing in the Fund In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. NOTE G Joint Credit Facility A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $500 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, 2004. NOTE H Distributions to Shareholders The tax character of distributions to be paid for the year ending November 30, 2004 will be determined at the end of the current fiscal year. The tax character -------------------------------------------------------------------------------- 24 o ALLIANCEBERNSTEIN VALUE FUND of distributions paid during the fiscal years ended November 30, 2003 and November 30, 2002 were as follows: 2003 2002 ============== =============== Distributions paid from: Ordinary income.................... $ 3,164,064 $ 501,819 -------------- --------------- Total taxable distributions........... 3,164,064 501,819 -------------- --------------- Total distributions paid.............. $ 3,164,064 $ 501,819 ============== =============== As of November 30, 2003, the components of accumulated earnings/(deficit) on a tax basis were as follows: Undistributed ordinary income........................... $ 5,610,069 Accumulated capital and other losses.................... (17,077,023)(a) Unrealized appreciation/(depreciation).................. 93,459,784(b) -------------- Total accumulated earnings/(deficit).................... $ 81,992,830 -------------- (a) On November 30, 2003, the Fund had a net capital loss carryforward of $17,077,023, of which $488,283 expires in the year 2009, $9,898,193 expires in the year 2010 and $6,690,547 expires in the year 2011. To the extent future capital gains are offset by capital loss carryforwards, 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 I Legal Proceedings As has been previously reported in the press, the staff of the U.S. Securities and Exchange Commission ("SEC") and the NYAG have been investigating practices in the mutual fund industry identified as "market timing" and "late trading" of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities. On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of "market timing" mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission ("SEC Order"). The agreement with the NYAG is subject to final, definitive documentation. Among the key provisions of these agreements are the following: (i) The Adviser agreed to establish a $250 million fund (the "Reimbursement Fund") to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 25 aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing; (ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds, commencing January 1, 2004, for a period of at least five years. The determination of which funds will have their fees reduced and to what degree is subject to the terms of the definitive agreement with the NYAG; and (iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order contemplates that Alliance Capital's registered investment company clients, including the Trust, will introduce governance and compliance changes. The special committee of the Adviser's Board of Directors, comprised of the members of the Adviser's Audit Committee and the other independent member of the Adviser's Board, is continuing to direct and oversee an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC's and the NYAG's investigations. In addition, the Independent Trustees of the Fund (the "Independent Trustees") have initiated an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel. The Independent Trustees have formed a special committee to supervise the investigation. On October 2, 2003, a putative class action complaint entitled Hindo et al. v. AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed against the Adviser; Alliance Capital Management Holding L.P.; Alliance Capital Management Corporation; AXA Financial, Inc.; certain of the AllianceBernstein Mutual Funds, including the Fund; Gerald Malone; Charles Schaffran (collectively, the "Alliance Capital defendants"); and certain other defendants not affiliated with the Adviser. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Mutual Funds. The Hindo Complaint alleges that certain of the Alliance Capital defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in late trading and market timing of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act, and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts. -------------------------------------------------------------------------------- 26 o ALLIANCEBERNSTEIN VALUE FUND Since October 2, 2003, numerous additional lawsuits making factual allegations similar to those in the Hindo Complaint were filed against the Adviser and certain other defendants, some of which name the Trust or the Fund as a defendant. All of these lawsuits seek an unspecified amount of damages. As a result of the matters discussed above, investors in the AllianceBernstein Mutual Funds may choose to redeem their investments. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 27
FINANCIAL HIGHLIGHTS Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period =================================================== Class A =================================================== Six Months March 29, Ended 2001(a) to May 31, Year Ended November 30, November 2004 ------------------------- 30, (unaudited) 2003 2002 2001 --------------------------------------------------- Net asset value, beginning of period $ 10.96 $ 9.44 $ 10.26 $ 10.00 --------------------------------------------------- Income From Investment Operations Net investment income(b)............................... .06(c) .11 .10 .06(d) Net realized and unrealized gain (loss) on investment and foreign currency transactions........................................ .70 1.48 (.87) .20 --------------------------------------------------- Net increase (decrease) in net asset value from operations..................................... .76 1.59 (.77) .26 --------------------------------------------------- Less: Dividends Dividends from net investment income................... (.10) (.07) (.05) -0- --------------------------------------------------- Net asset value, end of period......................... $ 11.62 $ 10.96 $ 9.44 $ 10.26 =================================================== Total Return Total investment return based on net asset value(e)..................................... 6.96% 16.93% (7.56)% 2.60% Ratios/Supplemental Data Net assets, end of period (000's omitted) ............. $151,951 $136,924 $95,295 $59,437 Ratio to average net assets of: Expenses, net of waivers............................. 1.16%(f) 1.45% 1.45% 1.71%(f) Expenses, before waivers............................. 1.34%(f) 1.45% 1.45% 1.74%(f) Net investment income................................ 1.06%(c)(f) 1.12% .99% .79%(d)(f) Portfolio turnover rate................................ 14% 27% 11% 14%
See footnote summary on page 32. -------------------------------------------------------------------------------- 28 o ALLIANCEBERNSTEIN VALUE FUND
FINANCIAL HIGHLIGHTS Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period =================================================== Class B =================================================== Six Months March 29, Ended 2001(a) to May 31, Year Ended November 30, November 2004 ------------------------- 30, (unaudited) 2003 2002 2001 --------------------------------------------------- Net asset value, beginning of period .................. $ 10.86 $ 9.37 $ 10.22 $ 10.00 --------------------------------------------------- Income From Investment Operations Net investment income(b)............................... .02(c) .04 .03 .01(d) Net realized and unrealized gain (loss) on investment and foreign currency transactions........................................ .69 1.46 (.87) .21 --------------------------------------------------- Net increase (decrease) in net asset value from operations..................................... .71 1.50 (.84) .22 --------------------------------------------------- Less: Dividends Dividends from net investment income .................. (.03) (.01) (.01) -0- --------------------------------------------------- Net asset value, end of period......................... $ 11.54 $ 10.86 $ 9.37 $ 10.22 =================================================== Total Return Total investment return based on net asset value(e).................................. 6.55% 16.03% (8.22)% 2.20% Ratios/Supplemental Data Net assets, end of period (000's omitted) ............. $175,052 $174,262 $146,704 $88,579 Ratio to average net assets of: Expenses, net of waivers............................. 1.89%(f) 2.18% 2.18% 2.42%(f) Expenses, before waivers............................. 2.07%(f) 2.18% 2.18% 2.46%(f) Net investment income................................ .33%(c)(f) .39% .27% .08%(d)(f) Portfolio turnover rate............. .................. 14% 27% 11% 14%
See footnote summary on page 32. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 29
FINANCIAL HIGHLIGHTS Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period =================================================== Class C =================================================== Six Months March 29, Ended 2001(a) to May 31, Year Ended November 30, November 2004 ------------------------- 30, (unaudited) 2003 2002 2001 --------------------------------------------------- Net asset value, beginning of period $ 10.86 $ 9.37 $ 10.21 $ 10.00 --------------------------------------------------- Income From Investment Operations Net investment income(b)............................... .02(c) .04 .03 -0-(d) Net realized and unrealized gain (loss) on investment and foreign currency transactions....................... .70 1.46 (.86) .21 --------------------------------------------------- Net increase (decrease) in net asset value from operations..................................... .72 1.50 (.83) .21 --------------------------------------------------- Less: Dividends Dividends from net investment income .................. (.03) (.01) (.01) -0- --------------------------------------------------- Net asset value, end of period......................... $ 11.55 $ 10.86 $ 9.37 $ 10.21 =================================================== Total Return Total investment return based on net asset value(e).................................. 6.64% 16.03% (8.13)% 2.10% Ratios/Supplemental Data Net assets, end of period (000's omitted).............. $86,681 $81,928 $61,459 $38,661 Ratio to average net assets of: Expenses, net of waivers ............................ 1.87%(f) 2.16% 2.16% 2.43%(f) Expenses, before waivers............................. 2.05%(f) 2.16% 2.16% 2.47%(f) Net investment income................................ .35%(c)(f) .42% .28% .06%(d)(f) Portfolio turnover rate................................ 14% 27% 11% 14%
See footnote summary on page 32. -------------------------------------------------------------------------------- 30 o ALLIANCEBERNSTEIN VALUE FUND
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period ======================= Class R ======================= Six Months November Ended 3, 2003(g) May 31, to 2004 November (unaudited) 30, 2003 ----------------------- Net asset value, beginning of period................. $ 10.95 $ 10.91 ----------------------- Income From Investment Operations Net investment income(b)............................. .05(c) .01 Net realized and unrealized gain on investment and foreign currency transactions................................ .71 .03 ----------------------- Net increase in net asset value from operations...... .76 .04 ----------------------- Less: Dividends Dividends from net investment income................. (.08) -0- ----------------------- Net asset value, end of period....................... $ 11.63 $ 10.95 ======================= Total Return Total investment return based on net asset value(e).. 6.92% .37% Ratios/Supplemental Data Net assets, end of period (000's omitted)............ $13 $10 Ratio to average net assets of: Expenses, net of waivers........................... 1.36%(f) 1.81%(f) Expenses, before waivers........................... 1.54%(f) 1.44%(f) Net investment income.............................. .86%(c)(f) 1.16%(f) Portfolio turnover rate.............................. 14% 27%
See footnote summary on page 32. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 31
FINANCIAL HIGHLIGHTS Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period =================================================== Advisor Class =================================================== Six Months March 29, Ended 2001(a) to May 31, Year Ended November 30, November 2004 ------------------------- 30, (unaudited) 2003 2002 2001 --------------------------------------------------- Net asset value, beginning of period ................ $ 11.01 $ 9.48 $ 10.29 $ 10.00 --------------------------------------------------- Income From Investment Operations Net investment income(b)............................. .08(c) .14 .15 .08(d) Net realized and unrealized gain (loss) on investment and foreign currency transactions...................................... .71 1.48 (.90) .21 --------------------------------------------------- Net increase (decrease) in net asset value from operations................................... .79 1.62 (.75) .29 --------------------------------------------------- Less: Dividends Dividends from net investment income ................ (.13) (.09) (.06) -0- --------------------------------------------------- Net asset value, end of period....................... $ 11.67 $11.01 $ 9.48 $ 10.29 =================================================== Total Return Total investment return based on net asset value(e)................................ 7.21% 17.28% (7.30)% 2.90% Ratios/Supplemental Data Net assets, end of period (000's omitted) ........... $452,501 $370,847 $232,335 $11,447 Ratio to average net assets of: Expenses, net of waivers .......................... .86%(f) 1.15% 1.23% 1.40%(f) Expenses, before waivers........................... 1.04%(f) 1.15% 1.23% 1.44%(f) Net investment income.............................. 1.36%(c)(f) 1.42% 1.55% 1.14%(d)(f) Portfolio turnover rate.............................. 14% 27% 11% 14% (a) Commencement of operations. (b) Based on average shares outstanding. (c) Net of fees and expenses waived by the Adviser and the Transfer Agent. (d) Net of fees and expenses waived by the Adviser. (e) 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 distribtions or the redemption of Fund shares. Total investment return calculated for a period of less than one year is not annualized. (f) Annualized. (g) Commencement of distribution.
-------------------------------------------------------------------------------- 32 o ALLIANCEBERNSTEIN VALUE FUND BOARD OF DIRECTORS William H. Foulk, Jr.(1), Chairman Marc O. Mayer, President Ruth Block(1) David H. Dievler(1) John H. Dobkin(1) Clifford L. Michel(1) Donald J. Robinson(1) OFFICERS Marilyn G. Fedak(2), Senior Vice President Ranjani H. Nagaswami(2), Senior Vice President Mark R. Manley, Secretary Mark D. Gersten, Treasurer and 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 One International Place Boston, MA, 02110 Independent Auditors Ernst & Young LLP 5 Times Square New York, NY 10036 Transfer Agent Alliance Global Investor Services, Inc. P.O. Box 786003 San Antonio, Texas 78278-6003 Toll Free: (800) 221-5672 (1) Member of the Audit Committee. (2) Mses. Fedak and Nagaswami are the persons primarily responsible for the day-to-day management of the Fund's investment portfolio. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 33 MANAGEMENT OF THE FUND Board of Trustees Information The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund's Trustees is set forth below.
PORTFOLIOS IN FUND OTHER NAME, AGE OF TRUSTEE, PRINCIPAL COMPLEX TRUSTEESHIP ADDRESS OCCUPATION(S) OVERSEEN BY HELD BY (YEARS OF SERVICE*) DURING PAST 5 YEARS TRUSTEE TRUSTEE --------------------------------------------------------------------------------------------- DISINTERESTED TRUSTEES William H. Foulk, Jr.,#, 71 Investment adviser and an inde- 113 None 2 Sound View Drive pendent consultant. He was formerly Suite 100 Senior Managerof Barrett Associ- Greenwich, CT 06830 ates, Inc., a registered investment (3) adviser, with which he had been Chairman of the Board associated since prior to 1999. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. Ruth Block,#, 73 Formerly Executive Vice President 94 None 500 SE Mizner Blvd., and Chief Insurance Officer of The Boca Raton, FL 33432 Equitable Life Assurance Society (3) of the United States; Chairman and Chief Executive Officer of Evlico; Director of Avon, BP (oil and gas), Ecolab Incorporated (specialty chemicals), Tandem Financial Group and Donaldson, Lufkin & Jenrette Securities Corporation; former Governor at Large, National Associ- ation of Securities Dealers, Inc. David H. Dievler,#, 74 Independent consultant. Until 98 None P.O. Box 167 December 1994 he was Senior Spring Lake, NJ 07762 Vice President of Alliance Capital (3) Management Corporation ("ACMC") responsible for mutual fund admin- istration. Prior to joining ACMC in 1984 he was Chief Financial Officer of Eberstadt Asset Management since 1968. Prior to that he was a Senior Manager at Price Waterhouse & Co. Member of American Institute of Certified Public Accountants since 1953.
-------------------------------------------------------------------------------- 34 o ALLIANCEBERNSTEIN VALUE FUND
PORTFOLIOS IN FUND OTHER NAME, AGE OF TRUSTEE, PRINCIPAL COMPLEX TRUSTEESHIP ADDRESS OCCUPATION(S) OVERSEEN BY HELD BY (YEARS OF SERVICE*) DURING PAST 5 YEARS TRUSTEE TRUSTEE --------------------------------------------------------------------------------------------- DISINTERESTED TRUSTEES (continued) John H. Dobkin,#, 62 Consultant. Formerly President of 96 None P.O. Box 12 Save Venice, Inc. (preservation Annandale, NY 12504 organization) from 2001-2002, a (3) Senior Advisor from June 1999 - June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989 - May 1999. Previously, Director of the National Academy of Design and during 1988-1992, he was Director and Chairman of the Audit Committee of ACMC. Clifford L. Michel,#, 64 Senior Counsel to the law firm 96 Placer Dome, 15 St. Bernard's Road of Cahill Gordon & Reindel since Inc. Gladstone, NJ 07934 February 2001 and a partner of (3) that firm for more than twenty-five years prior thereto. He is President and Chief Executive Officer of Wenonah Development Company (investments) and a Director of Placer Dome, Inc. (mining). Donald J. Robinson,#, 69 Senior Counsel to the law firm 95 None 98 Hell's Peak Road of Orrick, Herrington & Sutcliffe Weston, VT 05161 LLP since prior to 1999. Formerly (3) a senior partner and a member of the Executive Committee of that firm. He was also a member and Chairman of the Municipal Securities Rulemaking Board and Trustee of the Museum of the City of New York. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 35
PORTFOLIOS IN FUND OTHER NAME, AGE OF TRUSTEE, PRINCIPAL COMPLEX TRUSTEESHIP ADDRESS OCCUPATION(S) OVERSEEN BY HELD BY (YEARS OF SERVICE*) DURING PAST 5 YEARS TRUSTEE TRUSTEE --------------------------------------------------------------------------------------------- INTERESTED TRUSTEE Marc O. Mayer, +, 46 Executive Vice President 66 None 1345 Avenue of the of ACMC since 2001; prior Americas thereto, Chief Executive Officer New York, NY 10105 of Sanford C. Bernstein & Co., (Elected November 18, LLC and its predecessor since 2003) prior to 1999.
* There is no stated term of office for the Fund's Trustees. # Member of the Audit Committee and Nominating Committee. + Mr. Mayer is an "interested person", as defined in the 1940 Act, due to his position as Executive Vice President of ACMC. -------------------------------------------------------------------------------- 36 o ALLIANCEBERNSTEIN VALUE FUND
Officers of The Trust Certain information concerning the Fund's Officers is listed below. NAME, POSITION(S) PRINCIPAL OCCUPATION ADDRESS* AND AGE HELD WITH FUND DURING PAST 5 YEARS ---------------------------------------------------------------------------------------------------- Marilyn G. Fedak, 57 Senior Vice President Executive Vice President of Alliance Capital Management Corporation ("ACMC"),** since October 2000. She is Head of Sanford C. Bernstein & Co., Inc. ("Bernstein"),** Value Equities Business and Co-Chief Investment Officer of U.S. Value Equities. Prior thereto, she was Chief Investment Officer and Chairman of the U.S. Equity Investment Policy Group at Bernstein,** since prior to 1999. Ranjani H. Nagaswami, 40 Senior Vice President Senior Vice President of ACMC,** with which she has been associated since prior to 1999. She is a Vice Chairman of AllianceBernstein Investment Research and Management, Inc. ("ABIRM") and Chief Investment Officer of AllianceBernstein Fund Investors since February 2004. Thomas J. Bardong, 59 Vice President Senior Vice President of ACMC,** with which he has been associated since prior to 1999. Mark R. Manley, 41 Secretary Senior Vice President and Chief Compliance Officer of ACMC,** with which he has been associated since prior to 1999. Mark D. Gersten, 53 Treasurer and Chief Senior Vice President of Alliance Global Financial Officer Investor Services, Inc. ("AGIS"),** and Vice President of AllianceBernstein Investment Research and Management, Inc. ("ABIRM"),** with which he has been associated since prior to 1999. Vincent S. Noto, 39 Controller Vice President of AGIS,** with which he has been associated since prior to 1999.
* The address for each of the Fund's officers is 1345 Avenue of the Americas, New York, NY 10105. ** ACMC, Bernstein, ABIRM and AGIS are affiliates of the Fund. The Fund's Statement of Additional Information ("SAI") has additional information about the Fund's Trustees and officers and is available without charge upon request. Contact your financial representative or Alliance Capital at (800)227-4618 for a free prospectus or SAI. -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 37 ALLIANCEBERNSTEIN FAMILY OF FUNDS -------------------------------------------------------------------------------- Wealth Strategies Funds Balanced Wealth Strategy Wealth Appreciation Strategy Wealth Preservation Strategy Tax-Managed Balanced Wealth Strategy* Tax-Managed Wealth Appreciation Strategy Tax-Managed Wealth Preservation Strategy** -------------------------------------------------------------------------------- Blended Style Funds U.S. Large Cap Portfolio International Portfolio Tax-Managed International Portfolio -------------------------------------------------------------------------------- Growth Funds Domestic Growth Fund Health Care Fund Mid-Cap Growth Fund Premier Growth Fund Small Cap Growth Fund Technology Fund Global & International All-Asia Investment Fund Global Research Growth 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 -------------------------------------------------------------------------------- Value Funds Domestic Balanced Shares Disciplined Value Fund Growth & Income Fund Real Estate Investment Fund Small Cap Value Fund Utility Income Fund Value Fund Global & International Global Value Fund International Value Fund -------------------------------------------------------------------------------- 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 Short Duration Portfolio U.S. Government Portfolio -------------------------------------------------------------------------------- Municipal Bond Funds National Insured National Arizona California Insured California Florida Massachusetts Michigan Minnesota New Jersey New York Ohio Pennsylvania Virginia -------------------------------------------------------------------------------- Intermediate Municipal Bond Funds Intermediate California Intermediate Diversified Intermediate New York -------------------------------------------------------------------------------- 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 We also offer Exchange Reserves,+ which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds. For more complete information on any AllianceBernstein mutual fund, including investment objectives and policies, sales charges, expenses, risks and other matters of importance to prospective investors, visit our web site at www.alliancebernstein.com or call us at (800) 227-4618 for a current prospectus. Please read the prospectus carefully before you invest or send money. * Formerly Growth Investors Fund. ** Formerly Conservative Investors Fund. + An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. -------------------------------------------------------------------------------- 38 o ALLIANCEBERNSTEIN VALUE FUND NOTES -------------------------------------------------------------------------------- ALLIANCEBERNSTEIN VALUE FUND o 39 NOTES -------------------------------------------------------------------------------- 40 o ALLIANCEBERNSTEIN VALUE FUND ALLIANCEBERNSTEIN VALUE FUND 1345 Avenue of the Americas New York, NY 10105 (800) 221-5672 [LOGO] AllianceBernstein(SM) Investment Research and Management (SM) This service mark used under license from the owner, Alliance Capital Management L.P. ACBVIVFSR0504 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. SCHEDULE OF INVESTMENTS. Form N-CSR disclosure requirement not yet effective with respect to the registrant. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the registrant. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to the registrant. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On March 17, 2004 the Fund adopted procedures effective April 1, 2004, by which shareholders may recommend nominees to the Fund's Board of Directors. Prior thereto, the Fund's Board did not accept shareholder recommendations for nominees to the Fund's Board. ITEM 10. 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 at the reasonable assurance level 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 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 11. EXHIBITS. The following exhibits are attached to this Form N-CSR: EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 11 (b) (1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 11 (b) (2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 11 (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/Marc O. Mayer -------------------------------- Marc O. Mayer President Date: July 30, 2004 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/Marc O. Mayer -------------------------------- Marc O. Mayer President Date: July 30, 2004 By: /s/Mark D. Gersten ------------------------------- Mark D. Gersten Treasurer and Chief Financial Officer Date: July 30, 2004